Item 1.01 Entry into a Material Definitive Agreement
Credit Agreement Refinancing
On November 10, 2022, Go Daddy Operating Company, LLC and GD Finance Co, LLC (each, a direct or indirect subsidiary of GoDaddy Inc. and together, the “Borrowers”) entered into a Sixth Amendment (the “Sixth Amendment”) in respect of the Second Amended and Restated Credit Agreement dated as of February 15, 2017 (as amended by Amendment No. 1, dated as of November 22, 2017, as further amended by the Joinder and Amendment Agreement dated as of June 4, 2019, as further amended by Amendment No. 3, dated as of October 3, 2019, as further amended by Joinder and Fourth Amendment Agreement, dated as of August 10, 2020, as further amended by the Fifth Amendment Agreement, dated as of March 8, 2021, and as further amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”) by and among the Borrowers, Desert Newco, LLC, the lenders or other financial institutions or entities from time to time party thereto, Barclays Bank PLC, as resigning Administrative Agent and Royal Bank of Canada as the successor Administrative Agent, Collateral Agent, Swingline Lender and Letter of Credit Issuer. Terms used herein, but not otherwise defined herein are as defined in the Credit Agreement as amended by the Sixth Amendment.
The Sixth Amendment provides for (i) a new $1,770 million tranche of term loans maturing in 2029 (the “Replacement Term Loans”), the proceeds of which were used to refinance all outstanding Tranche B-2 Term Loans, and (ii) a new revolving credit facility of $1,000 million maturing in 2027, which replaced the Borrowers’ existing revolving commitments of $600 million. The amortization rate for the Replacement Term Loans is 1.00% per annum and the first installment shall be payable on or about March 31, 2023. Pursuant to the Sixth Amendment, the initial Applicable Margin is (i) 3.25% for the Replacement Term Loans that are SOFR Loans, (ii) 2.25% for the Replacement Term Loans that are ABR Loans, (iii) 1.50% for such new revolving commitments for loans that are SOFR Loans, and (iv) 0.50% for such new revolving commitments for loans that are ABR Loans.
The Sixth Amendment also amended the Credit Agreement to provide that the Compliance Period relating to the Borrowers’ first lien secured leverage ratio occurs upon the utilization of at least 40% of the revolving facility, as opposed to the previous utilization level of at least 20%.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Sixth Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.