Endurance International Group Holdings, Inc. (Exact name of registrant as specified in charter)

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C 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): January 23, 2014 Endurance International Group Holdings, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 10 Corporate Drive, Suite 300 Burlington, MA (Address of principal executive offices) (Zip Code) Registrant s telephone number, including area code: (781) Not Applicable (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 ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

2 Item Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On January 23, 2014, Endurance International Group Holdings, Inc. (the Company ) completed its acquisition of the web presence business of Directi (as defined below), which provides web presence solutions to small- and medium-sized businesses in various countries, including India, the United States, Turkey, China, Russia and Indonesia (the Acquisition ). The Company acquired Directi s web presence business through its wholly-owned subsidiaries Endurance Singapore Holdings 2 Pte. Ltd., a private limited company incorporated and existing under the laws of Singapore ( Singapore SPV ), Endurance Singapore Holdings Pte. Ltd., a private limited company incorporated and existing under the laws of Singapore ( Singapore Holdco ) and MyInternet Media Ltd., a company organized under the laws of the Republic of Ireland (collectively, the Buyers ), which acquired the outstanding capital stock of Directi Web Technology Pvt. Ltd., a company organized and existing under the laws of the Republic of India ( DWTPL ) (including the right to acquire one share held by a nominee pursuant to local law requirements) and P.D.R. Solutions FZC, a limited liability company organized in the Ras Al Khaimah Free Zone of the United Arab Emirates ( PDR ) from Directi Web Technologies Holdings, a company organized and existing under the laws of the Republic of Mauritius (the Seller ), as well as through the acquisition by the Company s wholly owned subsidiaries The Endurance International Group, Inc., a Delaware corporation, and Endurance Web Solutions Private Limited, a company organized and existing under the laws of the Republic of India, of certain assets from Confluence Networks Inc., a corporation organized and existing under the laws of the British Virgin Islands and an affiliate of the Seller (together with DWTPL, PDR and the Seller, Directi ), pursuant to a Master Share Purchase Agreement, dated August 11, 2013, between the Company, the Buyers, Directi and certain other parties identified therein (the MSPA ). The Company expects that, after giving effect to the post-closing adjustments described below, the total consideration to be paid for the Acquisition will fall within the previously disclosed range of $100.0 to $110.0 million, consisting of the following: Approximately $25.5 million in cash (consisting of $20.5 million paid at closing and $5 million paid in August 2013), subject to certain postclosing adjustments; A promissory note issued at closing by the Company to the Seller in an original principal amount of approximately $51.0 million (the Note ). The principal amount of the Note could increase if the annualized revenues for the business for the period from July 1, 2013 through March 30, 2014 are greater than for the period from October 1, 2012 through September 30, 2013 or could decrease if the Company exercises its right to offset from the principal amount any indemnification obligations of Directi under the MSPA. The Note matures on April 15, 2014 and is secured by a guarantee from Singapore Holdco, which has pledged its interest in Singapore SPV as collateral for the guarantee. The maturity of the Note will accelerate if the Company breaches any of its material obligations under the Note or upon the initiation of bankruptcy proceedings against the Company; and 2,123,039 shares of the Company s common stock, $ par value per share (the Common Stock ) issued at closing, which may be increased in the event of a post-closing purchase price adjustment in favor of the Seller. The shares of Common Stock were issued in reliance on the exemption from registration available under Section 4(a)(2) of the Securities Act of 1933, as amended. The shares of Common Stock were valued at $12 per share (equal to the price in the Company s initial public offering) for purposes of calculating the number of shares to be issued. The foregoing descriptions of the Acquisition, the MSPA and the Note do not purport to be complete and are qualified in their entirety by reference to the complete text of the MSPA and the Note, which was filed as Exhibit to Amendment No. 1 to the Company s Registration Statement on Form S-1 and is incorporated herein by reference. Item Unregistered Sales of Equity Securities. The information set forth in Item Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant of this Current Report on Form 8-K is incorporated herein by reference. Item Other Events. On January 28, 2014, the Company issued a press release announcing the closing of the Acquisition. The full text of the press release issued in connection with the announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item Financial Statements and Exhibits. (d) Exhibits 99.1 Press release issued by the Company on January 28, 2014

3 *** Safe Harbor Statements contained in this Current Report on Form 8-K about the Company that are not purely historical, and all other statements that are not purely historical, may be deemed to be forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of Forward-looking statements are often identified by the use of words such as, but not limited to, anticipate, believe, can, continue; could, estimate, expect, intend, may, plan, project, seek, should, strategy, target, will, would and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section titled Risk Factors included in the Company s Quarterly Report on Form 10-Q filed on December 6, 2013, which are incorporated herein by reference. The Company specifically disclaims any obligation to update these forward-looking statements.

4 SIGNATURE 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. Date: January 28, 2014 By: /s/ Tivanka Ellawala Tivanka Ellawala Chief Financial Officer

5 EXHIBIT INDEX Exhibit No. Description 99.1 Press release issued by the Company on January 28, 2014

6 Exhibit 99.1 News release Tuesday, January 28, 2014 For immediate release Endurance International Group Expands in India and Beyond Endurance completes Directi acquisition, extending international reach Endurance International Group (NASDAQ: EIGI) is pleased to announce that it has completed the acquisition of the web presence business of Directi, which operates India s largest domain registration business. The acquisition of Directi includes B2B brands ResellerClub, LogicBoxes and webhosting.info as well as successful web presence brand BigRock. Endurance pursued the acquisition because of the strong track record Directi has of developing demand for domain sales and web presence solutions in emerging markets. The acquisition allows Endurance to double down its investment in emerging markets and to bring the power and the promise of the web to small businesses around the world. Says Endurance CEO Hari Ravichandran, We are very pleased to welcome Directi to the Endurance family. We believe this acquisition represents an excellent opportunity for Endurance to expand its footprint and positions us for further growth. Additionally, Endurance was impressed with the strength of Directi s management team, led by CEO Bhavin Turakhia. Mr. Turakhia has agreed to be closely involved in the integration of the two companies. Mr. Ravichandran commented, The more we learned about Directi, the more impressed we became. Their approach to recruitment is highly selective, particularly for developers and is similar to that of major sports figures here in the United States. They have managed to build a blue chip organization without losing their entrepreneurial spirit. And in fact, the Endurance team intends to learn from Directi s approach to developing new markets. Mr. Turakhia concurs, saying Our interactions with Hari and the leadership team at Endurance helped us realize that our collective strengths across brands, geographies, teams, and products were significant. Also, we felt confident that the DNA of our organizations was a great match, which was very important to me personally as Directi s founder. Directi s web presence business offers a wide range of products and solutions serving the technology landscape. ResellerClub ( is a platform provider for web designers, web hosts, domain resellers and other web service providers, offering domain names, shared hosting, reseller hosting, VPS, enterprise , a DIY site builder and SSL certificates. ResellerClub manages approximately 4.25 million domains through a network of more than 200,000 direct and indirect resellers located across the globe, including China, the United Kingdom, Russia, India, Brazil, Germany, Turkey and Indonesia. ResellerClub offers a compelling reseller experience that localizes websites and interfaces in local languages and currencies. 1

7 Established in 2010, BigRock ( is one of India s leading hosting providers. BigRock has been a pioneer in launching award winning advertising campaigns across television and digital media, which use humor to educate and enlighten viewers. These include the recent films Rachel s Yoga a visual pun on the dedication that Rachel brings to her work as a yoga instructor and the.com/.net domain name assembly line which is closing in on a million YouTube views. BigRock is also the founder of httpx India s first ever dedicated event series for web designers and developers. Held in both Mumbai and Delhi for the 2013 edition, the conference had more than 2,000 registrations and featured learning sessions with notable speakers from the Indian Internet industry. The final leg of the stool is the B2B player LogicBoxes ( a premier business automation technology and consulting solutions provider focused on serving larger companies at the top of the food chain. These include registries, registrars, ISPs, telcos and some of the world s leading web hosts one of them being Endurance s own HostGator. The LogicBoxes platform currently serves over 100 registrars in more than 35 countries around the world and manages through its registrar base approximately 3.75 million domains. LogicBoxes is well poised to capitalize on the wave of new gtlds launching in the coming months. They recently launched a comprehensive and forward-looking SaaS solution for new gtld registries aimed at helping them with their vertical integration and go-to-market plans. Said Mr. Ravichandran, Directi is an important piece of our strategy for emerging markets and global growth, and we are very eager to take the next step in our journey together. About Endurance International Group Endurance International Group is a leading provider of cloud-based platform solutions designed to help small and medium-sized businesses succeed online. Less than 20 years old, Endurance serves over 3.4 million subscribers through a family of brands that includes Bluehost, HostGator, Domain.com, FatCow, ipage and Mojo Marketplace. Endurance is headquartered in Burlington, Massachusetts, has a presence in Asia and the Americas, and employs approximately 2,200 people. Endurance provides a comprehensive suite of over 150 products and services that includes web presence and mobile sites, and ecommerce solutions, as well as more advanced offerings, such as SEO services, scalable computing, security, storage and backup, online marketing and productivity solutions. For more information, visit This press release may contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding our expectations for our acquisition of Directi, the integration of Directi into our operations and our plans for international expansion. 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 intend, plan, 2

8 expect, believe or words of similar meaning. Actual results may differ materially from our expectations as a result of various important factors. For additional discussion of these and other factors, please refer to our filings with the Securities and Exchange Commission. Any forward-looking statements represent our views only as of today and we do not assume any obligation to update such statements. Endurance International Group and the compass logo are trademarks of The Endurance International Group, Inc. Other brand names of Endurance International are trademarks of The Endurance International Group, Inc. or its subsidiaries. Press Contacts: Laurie Coots (781) Dani LaSalvia (781) press@endurance.com India Press Contacts: Ms. Deepika Gumaste deepika.gumaste@text100.co.in 3