JCOM j2 Global Inc

On October 7, 2020, J2 Global, Inc. (the “Company”) completed the issuance and sale of $750 million aggregate principal amount of its 4.625% senior notes due 2030 (the “Notes”) in a private offering exempt from registration under the Securities Act of 1933, as amended (the “Act”) (the “Offering”). The Notes were sold pursuant to a purchase agreement, dated October 2, 2020 (the “Purchase Agreement”), among the Company, the guarantors party thereto (the “Guarantors”) and Barclays Capital Inc. and Goldman Sachs & Co. LLC, as representatives of the several initial purchasers (the “Initial Purchasers”).

The Company estimates that the net proceeds from the Offering are approximately $742.4 million, after deducting the Initial Purchasers’ discounts and commissions and the Company’s estimated offering expenses. The Company intends to use the net proceeds from the Offering to redeem the existing $650 million aggregate principal amount of 6.0% senior notes due 2025 (the “2025 Notes”) of the Company’s wholly-owned subsidiaries, J2 Cloud Services, LLC (“J2 Cloud”) and J2 Cloud Co-Obligor, Inc. (“J2 Cloud Co-Obligor”). The Company expects to use the remainder of the net proceeds from the offering for general corporate purposes, which may include acquisitions and the repurchase or redemption of other outstanding indebtedness.

Indenture

The Notes are governed by an indenture dated as of October 7, 2020 (the “Indenture”), between the Company, the Guarantors and Wilmington Trust, National Association, as trustee (the “Trustee”). The Notes bear interest at a rate of 4.625% per annum, payable semiannually in arrears in cash on April 15 and October 15 of each year, commencing on April 15, 2021. The Notes mature on October 15, 2030, and are senior unsecured obligations of the Company.

The Company may redeem some or all of the Notes at any time on or after October 15, 2025 at specified redemption prices plus accrued and unpaid interest, if any, to, but excluding the redemption date. Before October 15, 2023, and following certain equity offerings, the Company also may redeem up to 40% of the Notes at a price equal to 104.625% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding the redemption date. In addition, at any time prior to October 15, 2025, the Company may redeem some or all of the Notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, plus an applicable “make-whole” premium.

The Indenture contains covenants that will, amongst other things, limit the Company’s ability to (i) pay dividends or make distributions on the Company’s capital stock or repurchase the Company’s capital stock; (ii) make certain restricted payments; (iii) create liens or enter into sale and leaseback transactions; (iv) enter into transactions with affiliates; (v) merge or consolidate with another company; and (vi) transfer and sell assets. These covenants include certain exceptions.

A copy of the Indenture (including the Form of Note) is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the Indenture in this report is only a summary and is qualified in its entirety by the terms of the Indenture (including the Form of Note).