Endurance International Group Holdings, Inc. ("Endurance" or the
"Company") (NASDAQ:EIGI), a leading provider of cloud-based
platform solutions designed to help small and medium-sized
businesses succeed online, today announced the completion of its
previously announced acquisition of all of the issued and
outstanding common shares of Constant Contact, Inc. for $32.00 a
share in cash, in accordance with the terms of the acquisition
agreement announced on November 2, 2015. Constant Contact’s
common stock will continue trading on the NASDAQ Global Select
Market under the symbol “CTCT” until the end of trading today,
February 9, 2016.
“We are excited that Constant Contact is now a part of our
family of brands,” said Hari Ravichandran, founder and chief
executive officer of Endurance. “We believe that our combined
capabilities will drive continued opportunity in serving the SMB
market with a comprehensive suite of product solutions, while
strengthening the company’s financial and operational scale.”
The total purchase price for the acquisition was $1.1 billion,
including $0.2 billion of cash on the Constant Contact balance
sheet at closing. Endurance funded the transaction with the
proceeds of $735.0 million in aggregate principal amount of
incremental senior secured term loans under its existing credit
agreement and $350.0 million in aggregate principal amount of
senior unsecured notes. In connection therewith, it also obtained a
new senior secured $165.0 million revolving credit facility under
its existing credit agreement.
The incremental term loans will mature in seven years, were
issued at a price of 97% of par (subject to the payment of an
additional upfront fee of 1.0% on February 28, 2016 under
certain circumstances), bear interest at a rate of Libor plus 5.0%
per annum, subject to a Libor floor of 1.0% per annum, and have
scheduled amortization of 0.50% per quarter. As a result of the
“most-favored nation” pricing provision in Endurance’s existing
credit agreement, the interest rate on Endurance’s existing term
loans have increased to Libor plus 5.23% per annum (stepping up to
Libor plus 5.48% per annum on February 28, 2016 under certain
circumstances), subject to a Libor floor of 1.0% per annum. In
addition, Endurance will use commercially reasonable efforts to
make voluntary prepayments on the existing term loans in an amount
equal to the scheduled amortization thereon (which is 0.25% per
quarter).
The notes will mature in February 2024, were issued at a price
of 98.065% of par and have a coupon 10.875% per annum. The
notes were issued in a transaction exempt from the registration
requirements of the Securities Act of 1933, as amended.
Endurance has granted registration rights in respect of the
notes. This press release is for informational purposes only
and is not an offer to buy, or the solicitation of an offer to
sell, any securities.
Loans under the five-year revolving credit facility will bear
interest at a rate of Libor plus 4.0% per annum (subject to a
leverage-based step-down).
Loans under the credit agreement are also subject to a base rate
option, with interest rate spreads of 1.0% per annum less than
those applicable to Libor-based loans.
Affiliates of Credit Suisse, Goldman Sachs and Jefferies acted
as joint lead arrangers and bookrunners for the incremental term
loans and revolving credit facility.
Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor
for Endurance. Latham & Watkins LLP acted as legal
advisor for Constant Contact. Milbank, Tweed, Hadley &
McCloy LLP acted as legal advisor for the joint lead arrangers and
bookrunners.
The company plans to provide additional information on the close
of the transaction on its fourth quarter and full year 2015
financial results conference call on February 18, 2016.
Cautionary statement concerning forward-looking
information
This press release includes “forward-looking statements” that
involve risks and uncertainties within the meaning of Section 27A
of the Securities Act and Section 21E of the Securities Exchange
Act of 1934, as amended, including statements regarding the
acquisition of Constant Contact. 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 “propose,” “intend,” “will,” “expect” 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 expectations as reflected in or suggested by those
forward-looking statements are reasonable, we can give no assurance
that these expectations 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, risks and uncertainties discussed in Endurance’s
filings with the SEC, including the “Risk Factors” sections
of Endurance’s most recent Quarterly Report on Form 10-Q for the
period ended September 30, 2015 and most recent Annual Report on
Form 10-K for the year ended December 31, 2014. You can obtain
copies of Endurance’s filings with the SEC for free at the SEC’s
website (www.sec.gov). Endurance does not assume any
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 is a publicly traded
(NASDAQ:EIGI) technology company that helps power small and
medium-sized businesses online. Through its proprietary cloud
platform, Endurance provides web presence solutions including web
hosting, eCommerce, eMarketing and mobile business tools to
approximately 4.5 million subscribers around the globe. The
company’s world-class family of brands includes Bluehost,
HostGator, iPage, Domain.com, A Small Orange, MOJO Marketplace,
BigRock and ResellerClub, among others. Headquartered in
Burlington, Massachusetts, Endurance employs more than 2,500 people
across the United States in Utah, Texas, Washington and Arizona and
in the United Kingdom, India, Israel and Brazil.
Endurance International Group and the compass logo are
trademarks of The Endurance International Group, Inc. Other
brand names of Endurance International Group are trademarks of The
Endurance International Group, Inc. or its subsidiaries.
Endurance Investor Contact:
Angela White
Endurance International Group
(781) 852-3450
ir@endurance.com
Endurance Press Contact:
Dani LaSalvia
Endurance International Group
(781) 852-3212
press@endurance.com
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