Item 8.01. Other Events.
On December 31, 2020, 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
conditional notice of redemption (the "Notice") relating to the full redemption
of all of its issued and outstanding Notes (the "Redemption") on February 1,
2021 (the "Redemption Date"), 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 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discretion, the Redemption may not occur and the Notice may be rescinded in the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.
Important Additional Information Filed with the SEC
The Company filed with the SEC a proxy statement (the "proxy statement"),
including a form of proxy card, on December 14, 2020. The proxy statement and
form of proxy card have been mailed to the Company's stockholders. The proxy
statement contains important information about Parent, the Company, the
transaction and related matters. INVESTORS AND SECURITY HOLDERS OF THE COMPANY
ARE URGED TO READ THE PROXY STATEMENT, AND OTHER RELEVANT DOCUMENTS, AND ANY
RELATED AMENDMENTS OR SUPPLEMENTS, FILED WITH THE SEC CAREFULLY BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED TRANSACTION AND
RELATED MATTERS. Investors and security holders can obtain free copies of the
proxy statement and other documents that the Company filed with the SEC through
the website maintained by the SEC at www.sec.gov. Copies of the documents filed
with the SEC by the Company are available free of charge on the Company's
investor relations website at ir.endurance.com or by contacting the Company's
Investor Relations Department at ir@endurance.com.
The Company and certain of its directors, executive officers and employees may
be considered participants in the solicitation of proxies in connection with the
proposed transaction. Information regarding the persons who may, under the rules
of the SEC, be deemed participants in the solicitation of the shareholders of
the Company in connection with the transaction, including a description of their
respective direct or indirect interests, by security holdings or otherwise, are
included in the proxy statement dated December 14, 2020, described above.
Additional information regarding the Company's directors and executive officers
is also included in the Company's proxy statement for its 2020 Annual Meeting of
Stockholders, which was filed with the SEC on April 9, 2020. As of December 11,
2020, the record date for the special meeting, the Company's directors and
executive officers beneficially owned approximately 77,688,275 shares, or 53.2%,
of the Company's common stock. These documents are available free of charge as
described above.
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
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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, including the adoption of the merger agreement
by the stockholders of the Company, and the receipt of certain governmental and
regulatory approvals; 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 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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