Ziff Davis, Inc. announced that it has entered into separate, privately negotiated exchange agreements with a limited number of holders of its 1.75% Convertible Senior Notes due 2026. Pursuant to the Exchange Agreements, the Company will exchange approximately $401 million in aggregate principal amount of the Existing Notes for (i) approximately $263 million in aggregate principal amount of new 3.625% Convertible Senior Notes due 2028 and (ii) approximately $135 million in cash. The Exchange is expected to settle on or about July 16, 2024, subject to customary closing conditions.

Participating Holders are qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended and/or institutional accredited investors. Upon completion of the Exchange, the aggregate principal amount of the Existing Notes outstanding will be approximately $149 million, and the aggregate principal amount of the New Notes outstanding will be approximately $263 million. The Company will not receive any cash proceeds from the issuance of the New Notes pursuant to the Exchange.

The New Notes will be general senior unsecured obligations of the Company and bear interest at a rate of 3.625% per annum, payable semi-annually in arrears on September 1 and March 1 of each year, beginning on March 1, 2025. The New Notes will mature on March 1, 2028, unless earlier converted or repurchased. The conversion rate for the New Notes will initially be 10 shares per $1,000 principal amount of New Notes, which is equivalent to an initial conversion price of $100 per share of the Company?s Common Stock and is subject to adjustment under the terms of the New Notes.

Prior to December 1, 2027, the New Notes will be convertible only upon satisfaction of certain conditions and during certain periods, and thereafter, the New Notes will be convertible at any time until the close of business on the business day immediately preceding the maturity date. Upon conversion of the New Notes, the Company will pay or deliver, as the case may be, cash, shares of its Common Stock or a combination of cash and shares of its Common Stock, at the Company?s election. Holders of the New Notes will have the right to require the Company to repurchase for cash all or any portion of their New Notes upon the occurrence of certain corporate events, subject to certain conditions.