GoTo Group, Inc. - Exchange Offer 2024 (US) - Early Results

GoTo Group, Inc. Announces Early Tender Results and Expected Settlement of Exchange Offer for 5.50% Senior Secured Notes Due 2027 - 541056AA5 - U54106AA4

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20 FEBRUARY 2024

Full announcement including disclaimers and offer/distribution restrictions available via Businesswire

BOSTON--(BUSINESS WIRE)--GoTo Group, Inc. (“GoTo” or the “Company”), the leading brand in making IT management, support, and business communications easy, today announced that $410,475,000 in aggregate principal amount of the Company’s 5.50% Senior Secured Notes due 2027 (the “Existing Notes”), representing approximately 99.54% of the total outstanding principal amount of the Existing Notes, has been validly tendered in connection with the Company’s previously announced Exchange Offer (as defined below).

The Exchange Offer consists of the offer to exchange up to $412,363,000 aggregate principal amount of Existing Notes for new 5.50% First Lien First Out Senior Secured Notes due 2028 (the “FLFO Notes”) and new 5.50% First Lien Second Out Senior Secured Notes due 2028 (the “FLSO Notes” and, together with the FLFO Notes, the “Exchange Notes”) (the “Exchange Offer”). The Exchange Offer is open to all eligible holders of the Existing Notes (collectively, the "Holders"). The settlement of the Existing Notes validly tendered and not validly withdrawn on or prior to the Early Tender Date (as defined below) is expected to take place today (the “Early Settlement Date”).

The following table summarizes certain terms of the Exchange Offer, including the consideration Holders received in respect of the Existing Notes tendered on or prior to 5:00 p.m., New York City time, on February 16, 2024 (the “Early Tender Date”) and consideration Holders will receive for Existing Notes tendered after the Early Tender Date. According to information provided by D.F. King & Co., Inc., the exchange agent and information agent for the Exchange Offer, $410,475,000 in aggregate principal amount of Existing Notes were validly tendered and not validly withdrawn on or prior to the Early Tender Date.

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GoTo Group, Inc. Raises $100 Million of New Capital and Launches Exchange Offer Relating to its Existing Term Loans and 5.50% Senior Secured Notes Due 2027

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05 FEBRUARY 2024

Full announcement including disclaimers and offer/distribution restrictions available via GoTo Group Inc

BOSTON-GoTo Group, Inc. (“GoTo” or the “Company”), the leading brand in making IT management, support, and business communications easy, today announced the launch of a debt exchange offer open to all of its existing term loans (the “Existing Term Loans”) and its 5.50% Senior Secured Notes due 2027 (the “Existing Notes”), pursuant to an agreement with a majority of holders of its Existing Term Loans and Existing Notes. All exchange participants will receive new term loans or new notes, as applicable, with an improved security position, and tighter covenants and other restrictions. The exchange offer is open to all lenders and noteholders.

The Company also confirms that on February 5, 2024, a private debt exchange transaction was consummated with holders of a majority of its Existing Term Loans and Existing Notes.

Signaling stakeholders’ confidence in the Company, certain lenders collectively invested $100 million in connection with the closing of the debt exchange. In addition, concurrent with the closing of the private debt exchange, 100% of the revolving lenders agreed to extend the maturity of the $250 million revolving credit facility for over 2 years, further strengthening the Company’s liquidity position.

The Company expects to significantly decrease its debt balance and reduce its interest expense as part of the transaction. There will be no change in GoTo’s equity ownership as a result of the transaction.

“This transaction solidifies our financial foundation, and we are encouraged by the strong support of our financial partners,” said Rich Veldran, Chief Executive Officer, GoTo. “As we drive into the future, we are well-positioned to enhance our competitive position in our markets and look forward to executing our strategic plan.”

Kirkland & Ellis LLP served as the Company’s legal advisor and PJT Partners LP served as its financial advisor in the transaction.

Paul, Weiss, Rifkind, Wharton & Garrison LLP served as legal advisor and Evercore Group LLC served as financial advisor to an ad hoc group of holders of Existing Term Loans and Existing Notes in the transaction.

The exchange of the Company’s Existing Term Loans will be open until February 12, 2024, and the exchange of the Company’s Existing Notes will be open until March 5, 2024, with an early tender date on February 16, 2024, for early exchange consideration as set forth in a Confidential Exchange Offering Memorandum (the “Exchange Offer Memorandum”). Full details of the terms and conditions of the exchange offer of the Existing Notes are described in the Exchange Offer Memorandum. Eligible holders of the Existing Notes are encouraged to read the Exchange Offer Memorandum, as it contains important information regarding the exchange offer. This press release is neither an offer to purchase nor a solicitation of an offer to buy any Existing Notes. Holders of Existing Notes may go to www.dfking.com/goto to confirm their eligibility to participate in the exchange.

Requests for the Exchange Offer Memorandum and other documents relating to the exchange offer may be directed to D.F. King & Co., Inc., the exchange agent and information agent for the Exchange Offer, toll free at (800) 967-5079 or toll at (212) 269-5550, email at goto@dfking.com. None of the Company, any of its subsidiaries or affiliates, or any of their respective officers, boards of directors, members or managers, the exchange agent and information agent or the trustee of the Existing Notes or the new notes is making any recommendation as to whether eligible holders should tender any Existing Notes, and no one has been authorized by any of them to make such a recommendation.

This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security and does not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Exchange Offer is being made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, has not been registered with the Securities and Exchange Commission and relies on exemptions under state securities laws."

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