SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 6, 2018
Endurance International Group Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
|(State or Other Jurisdiction||(Commission||(IRS Employer|
|of Incorporation)||File Number)||Identification No.)|
10 Corporate Drive, Suite 300
|(Address of Principal Executive Offices)||(Zip Code)|
Registrants telephone number, including area code: (781) 852-3200
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|Item 8.01.||Other Events|
On June 6, 2018, Endurance International Group Holdings, Inc. issued a press release announcing a potential repricing of its senior secured term loan. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
|Item 9.01.||Financial Statements and Exhibits|
|99.1||Press release issued by Endurance International Group Holdings, Inc. on June 6, 2018|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|ENDURANCE INTERNATIONAL GROUP HOLDINGS, INC.|
|Date: June 6, 2018|
|Title:||Chief Financial Officer|
Endurance International Group Announces Potential Repricing of Its Senior Secured Term Loan
BURLINGTON, MA (June 6, 2018) Endurance International Group Holdings, Inc. (NASDAQ: EIGI) (Endurance or the Company), a leading provider of cloud-based platform solutions designed to help small and medium-sized businesses succeed online, today announced a potential repricing of its senior secured term loan maturing in February 2023.
The consummation of the potential repricing is subject to completion of definitive agreements as well as market and other conditions. There can be no assurance that the repricing will occur, or, if it does, as to the terms or conditions of the repricing.
Endurance also announced today that it is confirming its previously announced 2018 GAAP revenue, adjusted EBITDA and free cash flow guidance, as set forth in its earnings release issued on May 1, 2018. As previously disclosed, the Companys free cash flow guidance does not reflect the impact of payments pursuant to its settlement with the U.S. Securities & Exchange Commission (SEC) announced in the Companys Form 8-K, filed June 5, 2018, or the potential securities class action lawsuit settlements described in the Companys Form 8-K filed on May 18, 2018, both of which will impact the Companys actual free cash flow for 2018.
This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements concerning the potential repricing, our financial guidance for 2018, the potential settlements of class action lawsuits against the Company, and the expected impact of such potential settlements and the completed SEC settlement on the Companys free cash flow for 2018. These forward-looking statements include, but are not limited to, plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts, and statements identified by words such as expects, believes, estimates, may, continue, positions, confident, potential, and variations of such words or words of similar meaning and the use of future dates. These forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements are reasonable, we can give no assurance that these plans, intentions, expectations, strategies or prospects will be attained or achieved. Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety
of risks and factors that are beyond our control including, without limitation: the possibility that the securities class action lawsuits mentioned above do not settle, either at the amount we have reserved in our financial statements or at all; the possibility that our financial guidance may differ from expectations (including due to our payment of legal settlements); the possibility that our planned investment and operational initiatives will not result in the anticipated benefits to our business; the possibility that we will continue to experience decreases in our subscriber base; an adverse impact on our business from litigation or regulatory proceedings; an adverse impact on our business from our substantial indebtedness and the cost of servicing our debt; the rate of growth of the Small and Medium Business (SMB) market for our solutions; our inability to increase sales to our existing subscribers, or retain our existing subscribers; data breaches; system or Internet failures; our inability to maintain or improve our competitive position or market share; and other risks and uncertainties discussed in our filings with the SEC, including those set forth under the caption Risk Factors in our Quarterly Report on Form 10-Q for the period ended March 31, 2018 filed with the SEC on May 4, 2018 and other reports we file with the SEC.
We assume no obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise.
About Endurance International Group
Endurance International Group Holdings, Inc. (NASDAQ:EIGI) (em)Powers millions of small businesses worldwide with products and technology to enhance their online web presence, email marketing, mobile business solutions, and more. The Endurance family of brands includes: Constant Contact, Bluehost, HostGator, Domain.com and SiteBuilder, among others. Headquartered in Burlington, Massachusetts, Endurance employs over 3,500 people across the United States, Brazil, India and the Netherlands. For more information, visit: www.endurance.com.
Endurance International Group and the compass logo are trademarks of The Endurance International Group, Inc. Constant Contact, the Constant Contact logo and other brand names of Endurance International Group are trademarks of The Endurance International Group, Inc. or its subsidiaries.
Endurance International Group
Endurance International Group