GoTo gives early tender results, to settle 2027 notes exchange

By Marisa Wong

Los Angeles, Feb. 20 – GoTo Group, Inc. said holders had tendered $410,475,000 aggregate principal amount, or 99.54%, of its $412,363,000 outstanding 5˝% senior secured notes due 2027 (Cusip: 541056AA5, U54106AA4) as of the early tender date of its exchange offer announced Feb. 5, according to a Tuesday press release.

The early tender deadline was at 5 p.m. ET on Feb. 16.

The company was offering to exchange up to the full $412,363,000 of the existing notes for new 5˝% first-lien first-out (“FLFO”) senior secured notes due 2028 and new 5˝% first-lien second-out (“FLSO”) senior secured notes due 2028.

The early exchange consideration for each $1,000 of existing notes tendered by the early tender date is $770.

The exchange notes to be received will consist of 42% FLFO notes and 58% FLSO notes.

In addition, the company will pay accrued interest in cash.

Settlement is expected to occur on Feb. 20.

Tenders may no longer be withdrawn.

The exchange offer will remain open until 5 p.m. ET on March 5.

Requests for the exchange offer memorandum and other documents relating to the exchange offer may be directed to D.F. King & Co., Inc. (800 967-5079 or 212 269-5550; goto@dfking.com), the exchange agent and information agent.

Term loan exchange

In addition to the 2027 notes, GoTo’s exchange offer covered its existing term loans.

Upon closing of the term loan part of the offer on Feb. 12, 99.99% of existing term loan holders had committed to participate in the exchange offer, according to a Feb. 14 press release.

As previously reported, the exchange offer was open to all lenders and noteholders, with all participants receiving new term loans or new notes, as applicable. The new term loans/notes come with an improved security position, tighter covenants and other restrictions.

Some lenders collectively invested $100 million in connection with the closing of the debt exchange.

In addition, concurrently with the closing of the private debt exchange, 100% of the revolving lenders agreed to extend the maturity of the company’s $250 million revolver for over two years, further strengthening the company’s liquidity position.

The company noted that there will be no change in its equity ownership as a result of the transaction.

Kirkland & Ellis LLP acted as the company’s legal adviser, and PJT Partners LP was its financial adviser in the transaction.

Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal adviser, and Evercore Group LLC was financial adviser to an ad hoc group of holders of existing term loans and existing notes in the transaction.

GoTo is a Boston-based IT management, support and business communications company.

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