Item 8.01. Other Events.
On January 29, 2021, EIG Investors Corp. ("EIG"), a wholly-owned subsidiary of
Endurance International Group Holdings, Inc. (the "Company"), caused to be
delivered to the holders of EIG's 10.875% Senior Notes Due 2024 (the "Notes") a
supplemental conditional notice of redemption (the "Supplemental Notice")
relating to the full redemption of all of its issued and outstanding Notes (the
"Redemption"), pursuant to the Indenture dated as of February 9, 2016 (the
"Indenture") among EIG, the guarantors named therein and Wilmington Trust,
National Association, as trustee (the "Trustee"). The Supplemental Notice
supplements the conditional notice of redemption delivered to holders of the
Notes on December 31, 2020 (the "Initial Notice", and the Initial Notice as
supplemented by the Supplemental Notice and as otherwise supplemented prior to
the date hereof, the "Notice"). As set forth in the Supplemental Notice, the
Company has elected to delay the Redemption of the Notes to February 10, 2021
(the "Redemption Date"). The redemption price for the Notes is equal to the sum
of 102.719% of the principal amount of the Notes, plus accrued and unpaid
interest, if any, on the Notes to (but not including) the Redemption Date (the
"Redemption Price").
EIG's obligation to pay the Redemption Price on the Redemption Date is
conditioned upon the consummation of the closing of the merger of Endure
Digital, Inc. (formerly known as Razorback Technology, Inc.) ("Merger Sub") with
and into the Company, with the Company surviving the merger (the "Merger"),
pursuant to an Agreement and Plan of Merger, dated as of November 1, 2020 (the
"Merger Agreement"), among the Company, Merger Sub and Endure Digital
Intermediate Holdings, Inc. (formerly known as Razorback Technology Intermediate
Holdings, Inc.) ("Parent") on terms satisfactory to EIG and/or its affiliates
(the "Condition").
In EIG's discretion, the Redemption Date may be delayed until such time as the
Condition is satisfied (or waived by EIG in its sole discretion). In EIG's
discretion, the Redemption may not occur and the Notice may be rescinded in the
event that the Condition is not satisfied (or waived by EIG in its sole
discretion) by the Redemption Date or by the Redemption Date so delayed. The
closing of the Merger is subject to a number of conditions. As a result, there
can be no assurance that the Redemption will occur on the Redemption Date or at
all.
Safe Harbor for Forward-Looking Statements
This filing contains "forward-looking statements" as defined in the U.S. Private
Securities Litigation Reform Act of 1995. The reader is cautioned not to rely on
these forward-looking statements, such as statements regarding the proposed
transaction between Parent and the Company, the expected timetable for
completing the transaction, future financial and operating results, benefits and
synergies of the transaction, future opportunities for the combined company and
any other statements about the Parent's and the Company's managements' future
expectations, beliefs, goals, plans or prospects. These statements are based on
current expectations of future events, and these include statements using the
words such as "will," "believes," "plans," "anticipates," "expects," estimates
and similar expressions. If underlying assumptions prove inaccurate or known or
unknown risks or uncertainties materialize, actual results could vary materially
from the expectations of the Company. Risks and uncertainties include, but are
not limited to: the risk that the transaction may not be completed in a timely
manner or at all, which may adversely affect the Company's business and the
price of its common stock; the risk that the redemption will not occur if the
transaction is not completed; the failure to satisfy the conditions to the
consummation of the transaction; the failure of the purchaser to obtain the
necessary financing pursuant to the arrangements set forth in the debt
commitment letters delivered pursuant to the merger agreement or otherwise; the
occurrence of any event, change or other circumstance that could give rise to
the termination of the merger agreement; the effect of the announcement or
pendency of the transaction on the Company's business relationships, operating
results, and business generally; risks that the proposed transaction disrupts
current plans and operations of the Company and potential difficulties in the
Company's employee retention as a result of the transaction; risks related to
diverting management's attention from the Company's ongoing business operations,
and the outcome of any legal proceedings instituted against the Company or the
purchaser related to the merger agreement or the transaction. The foregoing list
of factors is not exhaustive. You should carefully consider the foregoing
factors and the other risks and uncertainties that affect the businesses of the
Company described in the "Risk Factors" in the Company's Annual Report on Form
10-K for the period ended December 31, 2019 and in the Company's Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and
September 30, 2020, and other reports the Company files with the SEC. The
Company assumes no obligation to update any forward-looking statements contained
in this document as a result of
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new information, future events or otherwise. These filings identify and address
other important risks and uncertainties that could cause actual events and
results to differ materially from those contemplated in the forward-looking
statements. Copies of these filings are available online at www.sec.gov and
https://ir.endurance.com. The Company assumes no obligation and does not intend
to update or revise these forward-looking statements, whether as a result of new
information, future events, or otherwise. The Company does not give any
assurance that it will achieve its expectations.
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