Ziff Davis Enters Material Definitive Agreement
Ticker: ZD · Form: 8-K · Filed: Jun 25, 2024 · CIK: 1084048
| Field | Detail |
|---|---|
| Company | Ziff Davis, Inc. (ZD) |
| Form Type | 8-K |
| Filed Date | Jun 25, 2024 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.01, $250,000,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, financial-obligation, 8-k
TL;DR
Ziff Davis just signed a big deal, filing an 8-K for a new financial obligation.
AI Summary
On June 18, 2024, Ziff Davis, Inc. entered into a Material Definitive Agreement related to a financial obligation. The company, formerly known as J2 Global, Inc., filed an 8-K report detailing this event. The filing also includes financial statements and exhibits.
Why It Matters
This filing indicates a significant financial commitment or obligation for Ziff Davis, Inc., which could impact its financial standing and future operations.
Risk Assessment
Risk Level: medium — Entering into material definitive agreements and financial obligations can introduce new risks or alter existing ones for a company.
Key Numbers
- 0001084048 — Central Index Key (Unique identifier for Ziff Davis, Inc. with the SEC.)
- 000-25965 — SEC File Number (SEC's file number for Ziff Davis, Inc.)
- 47-1053457 — IRS Employer Identification No. (Tax identification number for Ziff Davis, Inc.)
Key Players & Entities
- ZIFF DAVIS, INC. (company) — Registrant
- J2 GLOBAL, INC. (company) — Former Company Name
- June 18, 2024 (date) — Date of Report
- 114 5th Avenue, 15th Floor (address) — Principal Executive Offices
- New York, New York 10011 (address) — Principal Executive Offices Location
FAQ
What type of Material Definitive Agreement did Ziff Davis, Inc. enter into?
The filing indicates the entry into a Material Definitive Agreement that also constitutes the creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing was on June 18, 2024.
What was Ziff Davis, Inc. formerly known as?
Ziff Davis, Inc. was formerly known as J2 Global, Inc.
Where are Ziff Davis, Inc.'s principal executive offices located?
Ziff Davis, Inc.'s principal executive offices are located at 114 5th Avenue, 15th Floor, New York, New York 10011.
What is the SIC code for Ziff Davis, Inc.?
The Standard Industrial Classification (SIC) code for Ziff Davis, Inc. is 4822, which corresponds to Telegraph & Other Message Communications.
Filing Stats: 720 words · 3 min read · ~2 pages · Grade level 10.4 · Accepted 2024-06-25 16:31:36
Key Financial Figures
- $0.01 — ange on which registered Common Stock, $0.01 par value ZD The Nasdaq Stock Market LL
- $250,000,000 — ent by an aggregate principal amount of $250,000,000 and the inclusion of JPMorgan Chase Ban
Filing Documents
- zd-20240618.htm (8-K) — 29KB
- ex101-ziffxdavisnewlenderj.htm (EX-10.1) — 77KB
- 0001084048-24-000059.txt ( ) — 245KB
- zd-20240618.xsd (EX-101.SCH) — 2KB
- zd-20240618_lab.xml (EX-101.LAB) — 22KB
- zd-20240618_pre.xml (EX-101.PRE) — 13KB
- zd-20240618_htm.xml (XML) — 3KB
01 Entry into a Material Definitive Agreement
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.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 * New Lender Joinder Agreement and Eighth Amendment to Credit Agreement, dated as of June 18, 2024, among Ziff Davis, Inc., the Lenders party thereto and U.S. Bank National Association, as administrative agent and collateral agent for the Lenders 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith
SIGNATURES
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