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 16, 2017
j2 Global, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-25965 | 47-1053457 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
6922 Hollywood Blvd.
Suite 500
Los Angeles, California 90028
(Address of principal executive offices)
(323) 860-9200
(Registrant’s telephone number, including area code)
(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 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 16, 2017, j2 Global, Inc. (the “Company”) and its subsidiary j2 Cloud Services, LLC (“j2 Cloud”) issued a press release announcing that j2 Cloud and j2 Cloud Co-Obligor, Inc. are proposing to issue $550 million aggregate principal amount of senior unsecured notes due 2025 (the “Notes”) to be offered and sold only to persons reasonably believed to be qualified institutional buyers in an unregistered offering pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”), and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Act. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release, dated June 16, 2017. | |
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.
| j2 Global, Inc. (Registrant) | ||||||
| Date: June 16, 2017 | By: | /s/ Jeremy Rossen | ||||
| Jeremy Rossen Vice President, General Counsel | ||||||
INDEX TO EXHIBITS
| Exhibit |
Description | |
| 99.1 | Press Release, dated June 16, 2017. | |
Exhibit 99.1
j2 Global Announces Proposed $550 Million Senior Unsecured Debt Offering
LOS ANGELES -June 16, 2017 - j2 Global, Inc. (NASDAQGS:JCOM) (“j2 Global”) and its subsidiary, j2 Cloud Services, LLC (“j2 Cloud”), today announced that j2 Cloud and j2 Cloud Co-Obligor, Inc. are proposing to issue $550 million in senior unsecured notes due 2025 (the “Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Notes are expected to be guaranteed on an unsecured basis by certain of j2 Cloud’s wholly-owned restricted subsidiaries.
j2 Cloud intends to use the net proceeds from the offering to redeem all of its outstanding 8.000% Senior Notes due 2020, to distribute sufficient net proceeds to j2 Global to pay off all amounts outstanding under j2 Global’s existing credit facility and, to the extent any proceeds remain thereafter, for general corporate purposes, which may include acquisitions.
The Notes and the related guarantees have not been and will not be registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. The Notes and the related guarantees are to be offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States only to non-U.S. persons pursuant to Regulation S.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995: Certain statements in this Press Release are “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995 with respect to the proposed senior notes offering. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, including market and other conditions and, with respect to the proposed use of proceeds, the availability of acquisition targets on acceptable terms or at all. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including those factors described in j2 Global’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time by j2 Global with the SEC. Although management’s expectations may change after the date of this press release, j2 Global and j2 Cloud undertake no obligation to revise or update these statements.
j2 Global, Inc.
Laura Hinson, 800-577-1790
Laura.hinson@j2.com