Ziff Davis Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Telecommunications Equipment
Telecommunications
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported) June 18, 2024
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Item 1.01 Entry into a Material Definitive Agreement.
On June 18, 2024, Ziff Davis, Inc. (the “Company”) entered into a New Lender Joinder Agreement and Eighth Amendment (the “Joinder and Amendment”) to its existing credit agreement dated April 7, 2021, by and among the Company, the other loan parties party thereto, JPMorgan Chase Bank, N.A. and Citibank N.A. and the other Lenders party thereto and U.S. Bank National Association, as administrative agent and collateral agent for the Lenders (the “Agent”). The Joinder and Amendment provides for, among other things, (i) an increase in the Aggregate Revolving Loan Commitment by an aggregate principal amount of $250,000,000 and the inclusion of JPMorgan Chase Bank, N.A. and Citibank N.A. as new Lenders under the credit facility, (ii) an extension of the scheduled maturity date from April 7, 2026 to the earlier of (x) June 7, 2027 and (y) under certain limited circumstances, August 2, 2026, (iii) a reduction of the “credit spread adjustment” for SOFR-based borrowings to 0.10% across all interest period tenors, (iv) the inclusion of limited conditionality borrowing mechanics with respect to loans drawn to repay or refinance the Company’s 1.75% Convertible Senior Notes due 2026 and (v) certain other related amendments.
The foregoing description is only a summary of the material provisions of the Agreement and does not purport to be complete and is qualified in its entirety by reference to the full text of the Joinder and Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The description contained under Item 1.01 above is incorporated by reference in its entirety into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
10.1* | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
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.
Ziff Davis, Inc. (Registrant) | |||||||||||
| Date: | June 25, 2024 | By: | /s/ Jeremy Rossen | ||||||||
| Jeremy Rossen Executive Vice President, General Counsel and Secretary | |||||||||||