GoTo Group, Inc. (“GoTo” or the “Company”), the leading brand in making IT management, support, and business communications easy, today announced that 99.99% of existing term loan holders have committed to participate in the existing term loan exchange offer.
On February 5, 2024, the Company launched a debt exchange offer which is open to all holders 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.
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”). All exchange participants will receive new notes, as applicable, with an improved security position, and tighter covenant and other restrictions. The exchange is open to all eligible noteholders. The liens securing the Existing Notes that are not tendered in the exchange offer will remain subordinated to the liens that secure the new exchange notes and the new first lien credit facilities as described further in 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.
Advisors
Kirkland & Ellis LLP served as the Company’s legal advisor and PJT Partners LP served as its financial advisor in the transaction.
About GoTo
GoTo makes IT and business communications easy, so its customers can do what matters most. Featuring flagship products GoTo Resolve, GoTo Connect, and LogMeIn Rescue, the GoTo portfolio helps securely support and connect businesses to what’s most important: their teams and customers. For over 20 years, the company has been dedicated to robust security, including zero trust authentication, and powers more than 1 billion remote support sessions and 1 million customers with easy-to-use, built-for-IT solutions that save businesses time and money. With over $1 billion in annual revenue, the remote-centric company is headquartered in Boston, Massachusetts, with more than 3,000 GoGetters across North America, South America, Europe, Asia, and Australia.
Forward-Looking Statements
This press release contains forward-looking statements. These forward-looking statements do not relay historical facts, but rather reflect our current expectations concerning future operations, results and events. All statements other than statements of historical fact, including statements regarding the debt exchange offers, are “forward-looking statements.” You can identify some of these forward-looking statements by our use of words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “likely,” “may,” “estimates” and similar expressions. You can also identify a forward-looking statement in that such statements discuss matters in a way that anticipates operations, results or events that have not already occurred but rather will or may occur in future periods. We cannot guarantee that we will achieve any forward-looking plans, intentions, results, operations or expectations. Because these statements apply to future events, they are subject to risks and uncertainties, some of which are beyond our control that could cause actual results to differ materially from those forecasted or anticipated in the forward-looking statements. These risks, as well as other risks and uncertainties, include those detailed in the section “Risk Factors” included in the Exchange Offer Memorandum and in the Quarterly Report for the quarterly period ended September 30, 2023, of LMI Parent, L.P., the indirect parent company of GoTo. You should not place undue reliance on these forward-looking statements, which reflect our views as of the date of this press release. We undertake no obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.
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