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Delaware
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7372
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84-3721253
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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Richard A. Fenyes
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Telephone: (212) 455-2000
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Marc D. Jaffe
Jason M. Licht
Stelios G. Saffos
Latham & Watkins LLP
885 Third Avenue
New York, New York 10022
Telephone: (212) 906-1200
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☐
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Emerging growth company
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☒
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Title of Each Class of
Securities to be Registered |
Proposed Maximum Aggregate
Offering Price(1)(2)
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Amount of
Registration Fee |
Class A Common Stock, par value $0.01 per share
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$500,000,000
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$64,900
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(1)
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Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933.
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(2)
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Includes shares of Class A common stock that are subject to the underwriters’ option to purchase additional shares.
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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
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SUBJECT TO COMPLETION, DATED , 2020
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PROSPECTUS
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Shares
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ZoomInfo Technologies Inc.
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Class A Common Stock
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$ per share
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This is the initial public offering of shares of Class A common stock of ZoomInfo Technologies Inc. We are selling shares of our Class A common stock. We currently expect the initial public offering price to be between $ and $ per share of Class A common stock. We intend to apply to list our shares of Class A common stock on the Nasdaq Global Select Market (the “Nasdaq”) under the trading symbol “ZI.”
Following this offering, we will have two classes of common stock: Class A common stock and Class B common stock. Holders of shares of our Class A common stock are entitled to one vote for each share of Class A common stock held of record on all matters on which stockholders are entitled to vote generally. Holders of shares of our Class B common stock are entitled to ten votes for each share of Class B common stock held of record (for so long as the number of shares of our common stock beneficially owned collectively by the Pre-IPO LLC Unitholders (as defined herein) and the Pre-IPO HoldCo Unitholders (as defined herein) represents at least 5% of our outstanding shares of common stock, and thereafter, one vote per share) on all matters on which stockholders of ZoomInfo Technologies Inc. are entitled to vote generally. See “Description of Capital Stock.” ZoomInfo Technologies Inc. will be a holding company whose sole material asset will be a controlling equity interest in ZoomInfo HoldCo (as defined herein), which will be a holding company whose sole material asset will be an indirect controlling equity interest in ZoomInfo OpCo (as defined herein). The number of outstanding LLC Units (as defined herein) of ZoomInfo OpCo will equal the aggregate number of outstanding shares of Class A common stock and Class B common stock. See “Organizational Structure—Offering Transactions.”
After the completion of this offering, certain affiliates of each of TA Associates, Carlyle, and our Founders (each as defined herein) will be parties to a stockholders agreement and will beneficially own approximately % of the combined voting power of our Class A and Class B common stock (or % if the underwriters exercise in full their option to purchase additional shares of Class A common stock). As a result, we will be a “controlled company” within the meaning of the Nasdaq corporate governance standards. See “Management—Controlled Company Exception” and “Principal Stockholders.”
We intend to use all of the net proceeds from this offering (including from any exercise by the underwriters of their option to purchase additional shares of Class A common stock) (i) to purchase newly issued HoldCo Units from ZoomInfo HoldCo, which in turn will purchase the same number of newly issued LLC Units from ZoomInfo OpCo, (ii) to purchase LLC Units from certain Pre-IPO LLC Unitholders; and (iii) to fund merger consideration payable to certain Pre-IPO Shareholders (as defined herein) in connection with the Blocker Mergers (as defined herein). The foregoing purchases of HoldCo Units and LLC Units will be at a price per unit equal to the public offering price per share of Class A common stock in this offering, less the underwriting discount. We will only retain net proceeds used to purchase newly issued HoldCo Units from ZoomInfo HoldCo, which will, in turn, purchase newly issued LLC Units from ZoomInfo OpCo. ZoomInfo OpCo expects to use the proceeds it receives through ZoomInfo HoldCo from this offering to redeem and cancel all outstanding Series A Preferred Units (as defined herein), to repay our second lien term loans, and for general corporate purposes. See “Use of Proceeds” and “Certain Relationships and Related Person Transaction—Purchase of LLC Units and Class A Common Stock.”
We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements. See “Summary—Implications of Being an Emerging Growth Company.”
Investing in shares of our Class A common stock involves risks. See “Risk Factors” beginning on page 24.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
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Per Share
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Total
|
|||||
Initial public offering price............................................................................................................................................
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$
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$
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||||||||
Underwriting discount(1)...............................................................................................................................................
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$
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$
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||||||||
Proceeds, before expenses, to ZoomInfo Technologies Inc. .........................................................................................
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$
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$
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(1) We have agreed to reimburse the underwriters for certain expenses in connection with this offering. Please see the section entitled “Underwriting” for a description of compensation payable to the underwriters.
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To the extent that the underwriters sell more than shares of our Class A common stock, the underwriters have the option, within 30 days from the date of this prospectus, to purchase up to an additional shares of our Class A common stock from us at the initial public offering price less the underwriting discount.
The underwriters expect to deliver the shares of our Class A common stock against payment in New York, New York on or about , 2020.
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Joint Book-Running Managers
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J.P. Morgan*
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Morgan Stanley*
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Barclays
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Credit Suisse
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BofA Securities
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|||||||||
Deutsche Bank Securities
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RBC Capital Markets
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UBS Investment Bank
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Wells Fargo Securities
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Co-Managers
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Canaccord Genuity
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JMP Securities
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Mizuho Securities
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Piper Sandler
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Raymond James
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Stifel
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SunTrust Robinson Humphrey
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* In alphabetical order.
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The date of this prospectus is , 2020.
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Page
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F- 1
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•
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“22C Capital” refers to investment funds associated with 22C Capital LLC and its predecessor.
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•
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“ACV” refers to annual contract value, or the total annualized value that a customer has agreed to pay for subscription services at any particular point in time under contract(s) that are or were enforceable at that point in time.
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•
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“Blocker Companies” refers to certain of our Pre-IPO Shareholders that are taxable as corporations for U.S. federal income tax purposes.
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•
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“CAC” refers to customer acquisition cost, or the cost of acquiring a new customer. We calculate CAC as (i) our adjusted sales and marketing expense, which excludes expenses that are non-cash or one-time in nature, including equity compensation costs, amortization related to acquired technology, and acquisition-related integration and compensation expenses, divided by (ii) the number of new customers added during the period.
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•
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“Carlyle” refers to investment funds associated with The Carlyle Group.
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•
|
“Class P Units” refers to Class P Units (including, without limitation, any indirectly held Class P Units) of ZoomInfo OpCo. The Class P Units are “profits interests” having economic characteristics similar to stock options and have the right to share in any equity value of ZoomInfo OpCo above specified distribution thresholds.
|
•
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“Continuing Class P Unitholders” refers to certain pre-IPO owners who will continue to hold Class P Units following the consummation of the Reorganization Transactions and the Offering Transactions.
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•
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“customers” refers to companies that have contracted with us to use our services and, at the time of measurement, maintain one or more active paid subscriptions to our platform(s). Paid subscriptions will generally include access for a number of employees or other affiliated persons of the customer.
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•
|
“Datanyze” refers, collectively, to Datanyze, Inc. and Datanyze Rus, LLC.
|
•
|
“existing owners” or “pre-IPO owners” refer, collectively, to the Sponsors, the Founders, and the management and other equity holders who are the owners of ZoomInfo OpCo immediately prior to the Offering Transactions (as defined herein).
|
•
|
“Employee Units” refers to the HoldCo Units into which certain Class P Units (including, without limitation, certain indirectly held Class P Units) will be converted in the Reorganization Transactions. Each LLC Unit and HoldCo Unit will have equivalent value and conversion rights to convert into Class A common stock, subject to applicable vesting.
|
•
|
“Founders” refers to Henry Schuck, our Chief Executive Officer, and Kirk Brown.
|
•
|
“HoldCo Units” refers to the new class of units of ZoomInfo HoldCo created by the Reclassification. It is anticipated that each LLC Unit and HoldCo Unit will have equivalent value and exchange rights.
|
•
|
“HSKB” refers to HSKB Funds, LLC, a privately held limited liability company formed on February 9, 2016 for the purpose of issuing equity to certain persons who had performed and would continue to perform services for ZoomInfo OpCo.
|
•
|
“LLC Units” refers to the new class of units of ZoomInfo OpCo created by the Reclassification, and does not include Class P Units. Each LLC Unit and HoldCo Unit will have equivalent value and conversion rights to convert into Class A common stock, subject to applicable vesting.
|
•
|
“LTV” refers to lifetime value, or the value that we expect to generate from a customer during the period that the customer continues to use our services. We calculate LTV as the product of (i) our average ACV per customer, multiplied by (ii) our adjusted gross margin, which excludes expenses that are non-cash or one-time in nature, including equity compensation costs, amortization related to acquired technology, and acquisition-related integration and compensation expenses, multiplied by (iii) the fraction that is one divided by the annual rate that customers cancel subscriptions, which is defined as the percentage of ACV for customers that cancel during the period divided by the ACV at the beginning of the period.
|
•
|
“NeverBounce” refers to Metrics Delivered LLC.
|
•
|
“paid users” refers to employees or other affiliated persons of a customer that have been granted access to our system under the terms of a contract with a customer.
|
•
|
“Pre-IPO HoldCo Unitholders” refers to the pre-IPO owners that hold HoldCo Units immediately prior to the consummation of this offering.
|
•
|
“Pre-IPO LLC Unitholders” refers to the pre-IPO owners that hold LLC Units immediately prior to the consummation of this offering.
|
•
|
“Pre-IPO Shareholders” refers to the pre-IPO owners that hold their interests in us through the Blocker Companies immediately prior to the consummation of this offering.
|
•
|
“RainKing” refers to Rain King Software, Inc.
|
•
|
“Series A Preferred Units” refers to the Series A preferred units of ZoomInfo OpCo.
|
•
|
“Sponsors” refers, collectively, to TA Associates, Carlyle, and 22C Capital.
|
•
|
“TA Associates” refers to investment funds associated with TA Associates.
|
•
|
“total addressable market” or “TAM” refers to the revenue opportunity that we believe is available to go-to-market intelligence solutions, such as ours. We calculate our TAM as the sum of (i) the product of (a) the number of specifically identified companies in our system with 10 to 99 employees and who sell to other businesses, multiplied by (b) the average ACV that we generate from companies with 10 to 99 employees, plus (ii) the product of (a) the number of specifically identified companies in our system with 100 to 999
|
•
|
“ZoomInfo,” the “Company,” “we,” “us,” and “our” refer, (1) prior to the consummation of the Offering Transactions, to ZoomInfo OpCo and its consolidated subsidiaries and, (2) after the Offering Transactions, to ZoomInfo Technologies Inc. and its consolidated subsidiaries.
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•
|
“ZoomInfo HoldCo” refers to ZoomInfo Intermediate Holdings LLC, a Delaware limited liability company and a direct subsidiary of ZoomInfo Technologies Inc. following the Reorganization Transactions.
|
•
|
“ZoomInfo OpCo” refers to ZoomInfo Holdings LLC (formerly known as DiscoverOrg Holdings, LLC), a Delaware limited liability company and a direct subsidiary of ZoomInfo HoldCo and indirect subsidiary of ZoomInfo Technologies Inc. following the Reorganization Transactions.
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1)
|
It’s hard to find and engage with decision makers. Inaccurate or missing contact information plagues efforts to engage with a broad set of targets quickly and efficiently.
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2)
|
It’s hard to know when to engage. Sales and marketing professionals need to manually gather information across various sources to determine when a potential customer intends to make a purchase.
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3)
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No data-driven way to prioritize targets. Prioritization decisions for sales and marketing resources are often made based on intuition, random knowledge gathering, or incomplete and inaccurate data.
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•
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Contributory Network. Our free users and many of our paying customers contribute data that enhances our platform. Our contributory network captures data on over 50 million contact record events daily.
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•
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Unstructured Public Information. Our patented and proprietary technologies extract and parse unstructured information found on webpages, newsfeeds, blogs, and other public sources, and then match that information with entities that we have previously identified.
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•
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Data Training Lab. We have developed hundreds of processes, largely automated, to gather information from sources, such as PBX directories, website traffic and source code, and proprietary surveys.
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•
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Generally Available Information. Our technology adds value to public information and a limited amount of purchased third-party data by combining them with our proprietary insights.
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•
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Significant and Measurable Revenue Improvement. Our platform increases revenue for our customers who can easily measure the impact because we integrate with the systems that they use to attribute revenue.
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•
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Unmatched Accuracy, Depth, and Coverage of Data. We are able to provide a guarantee of 95%+ accuracy as a result of our focus on quality, coupled with proprietary methods to extract, parse, match, and clean data. We do not believe that any other solution provides the depth and breadth of data that we provide on over 14 million companies and over 100 million professionals.
|
•
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Unique Data Points Drive Valuable Insights. We integrate unique data points that are proprietary to ZoomInfo with our customers’ data to enrich their information and develop unique insights.
|
•
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Integrated and Automated Platform. Our insights are available on our cloud-based platform and can also be delivered directly into our customers’ workflows and supporting infrastructure, including Salesforce, Marketo, HubSpot, Microsoft Dynamics, Oracle Sales Cloud, and other platforms. The vast majority of our customers integrate ZoomInfo with their most-used CRM or sales & marketing automation system.
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•
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Market Leader with a Comprehensive Go-to-Market Intelligence Platform. We provide the most accurate and comprehensive go-to-market intelligence platform available.
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•
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Finely Tuned Go-to-Market Model. We utilize the ZoomInfo platform to power our efficient go-to-market motion. In 2019, our average LTV to average CAC was over 10x.
|
•
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High-Velocity Software Development. We foster an innovative, fast-paced engineering culture that enabled the release of 112 product features and services in 2019.
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•
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Viral Enthusiasm Driven by Our Base of “Fanatic Users.” We have approximately 62,000 “Fanatic Users,” which we define as users with over 100 activities, such as searches, exports, record views, and list match requests, among others, on the platform per month. We believe our Fanatic Users drive viral adoption of our platform.
|
•
|
Powerful and Significant Network Effects. As our user base grows, so does the data we receive, which enables us to provide greater value to our customers.
|
•
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Visionary, Founder-Led Management Team. Our highly talented, customer-centric senior leadership, led by our co-founder and CEO, Henry Schuck, enables us to rapidly develop new products, move more quickly than our competition, and build our fast-paced, execution-oriented culture.
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•
|
Continue to Acquire New Customers
|
•
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Deliver Additional High-Value Solutions to Our Existing Customers
|
•
|
Drive Incremental Penetration Within Enterprises
|
•
|
Leverage Our Platform for Adjacent Use Cases such as Recruiting
|
•
|
Expand to International Markets
|
•
|
Selective Acquisitions to Complement Our Platform
|
•
|
larger well-funded companies shifting their existing business models to become more competitive with us;
|
•
|
our ability to provide or adapt our platform for changes in laws and regulations or public perception, or changes in the enforcement of such laws, relating to data privacy;
|
•
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the effects of companies more effectively catering to our customers by offering more tailored products or platforms at lower costs;
|
•
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adverse general economic and market conditions reducing spending on sales and marketing;
|
•
|
the effects of declining demand for sales and marketing subscription platforms;
|
•
|
our ability to improve our technology and keep up with new processes for data collection, organization, and cleansing;
|
•
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our ability to provide a highly accurate, reliable, and comprehensive platform moving forward;
|
•
|
our reliance on third-party systems that we do not control to integrate with our system and our potential inability to continue to support integration;
|
•
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our ability to adequately fund research and development potentially limiting introduction of new features, integrations, and enhancements;
|
•
|
our ability to attract new customers and expand existing subscriptions;
|
•
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a decrease in participation in our contributory network or increased opt-out rates impacting the depth, breadth, and accuracy of our platform;
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•
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our failure to protect and maintain our brand and our ability to attract and retain customers;
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•
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our substantial indebtedness, which could adversely affect our financial condition, our ability to raise additional capital to fund our operations, our ability to operate our business, our ability to react to changes in the economy or our industry, and our ability to meet our obligations under our outstanding indebtedness, and could divert our cash flow from operations for debt payments;
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•
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the parties to our stockholders agreement controlling us and their interests conflicting with ours or yours in the future; and
|
•
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our being, upon the listing of our Class A common stock on the Nasdaq, a “controlled company” within the meaning of the Nasdaq rules and, as a result, qualifying for exemptions from certain corporate governance requirements, as a result of which you will not have the same protections afforded to stockholders of companies that are subject to such requirements.
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•
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ZoomInfo OpCo will effect a -for-one reverse unit split;
|
•
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ZoomInfo Technologies Inc. will form a new merger subsidiary with respect to each of the Blocker Companies through which certain of our Pre-IPO Shareholders hold their interests in ZoomInfo OpCo, each merger subsidiary will merge with and into the respective Blocker Companies in reverse-subsidiary mergers, and the surviving entities will merge with and into ZoomInfo Technologies Inc. (such mergers, the “Blocker Mergers”), which Blocker Mergers will result in the Pre-IPO Shareholders receiving a combination of (i) shares of Class A common stock of ZoomInfo Technologies Inc. and (ii) a cash amount in respect of reductions in such
|
•
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certain pre-IPO owners will acquire interests in ZoomInfo HoldCo as a result of the merger of an entity that holds LLC Units on behalf of certain pre-IPO owners into ZoomInfo HoldCo (the “ZoomInfo HoldCo Contributions”) and the redemption of some LLC Units pursuant to which the holders of such LLC Units receive HoldCo Units; and
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•
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the limited liability company agreement of each of ZoomInfo OpCo and ZoomInfo HoldCo will be amended and restated to, among other things, modify their capital structure by reclassifying the interests held by the Pre-IPO LLC Unitholders, the Continuing Class P Unitholders, and the Pre-IPO HoldCo Unitholders, resulting in LLC Units, Class P Units of ZoomInfo OpCo, and HoldCo Units of HoldCo, respectively (such reclassification, the “Reclassification”).
|
(1)
|
Each share of Class B common stock will provide the holder ten votes (for so long as the number of shares of common stock beneficially owned collectively by the Pre-IPO LLC Unitholders and the Pre-IPO HoldCo Unitholders represents at least 5% of our outstanding shares of common stock, and thereafter, one vote per share) on all matters on which stockholders of ZoomInfo Technologies Inc. are entitled to vote generally. Immediately following this offering, the Pre-IPO LLC Unitholders and the Pre-IPO HoldCo Unitholders will collectively hold %
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(2)
|
At the time of this offering, shares of Class A common stock would be issuable upon the exchange of Class P Units (assuming an offering price of $ per share of Class A common stock, which is the midpoint of the price range set forth on the cover of this prospectus, and assuming such Class P Units are fully vested) that are held by the Continuing Class P Unitholders. For additional information, see “Organizational Structure—Reclassification and Amendment and Restatement of Limited Liability Company Agreement of ZoomInfo OpCo” and “Certain Relationships and Related Person Transactions—ZoomInfo OpCo Amended and Restated Limited Liability Company Agreement.”
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(3)
|
ZoomInfo LLC (formerly known as DiscoverOrg, LLC) serves as the borrower under our first lien revolving credit facility and our first lien term loan facility, as amended (together, the “first lien credit facilities”), and our second lien term loan facility (together with the first lien credit facilities, the “secured credit facilities”). See “Description of Certain Indebtedness.”
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•
|
being permitted to present only two years of audited financial statements and selected financial data and only two years of related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our periodic reports and registration statements, including this prospectus, subject to certain exceptions;
|
•
|
not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (“SOX”);
|
•
|
reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements, and registration statements, including in this prospectus;
|
•
|
not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (the “PCAOB”) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements; and
|
•
|
exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
|
•
|
the last day of the fiscal year that follows the fifth anniversary of the completion of this offering;
|
•
|
the last day of the fiscal year in which we have total annual gross revenue of at least $1.07 billion;
|
•
|
the date on which we are deemed to be a “large accelerated filer,” as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and
|
•
|
the date on which we have issued more than $1 billion in non-convertible debt over a three-year period.
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Issuer
|
ZoomInfo Technologies Inc.
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|
|
Class A common stock offered by ZoomInfo Technologies Inc.
|
shares (plus up to an additional shares at the option of the underwriters to cover over-allotments).
|
|
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Option to purchase additional shares of Class A common stock
|
We have granted the underwriters a 30-day option from the date of this prospectus to purchase up to additional shares of our Class A common stock at the initial public offering price, less the underwriting discount.
|
|
|
Class A common stock outstanding after giving effect to this offering
|
shares (or shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
|
|
|
Class A common stock outstanding after this offering assuming exchange of all LLC Units and HoldCo Units held by the Pre-IPO LLC Unitholders and the Pre-IPO HoldCo Unitholders, respectively
|
shares (or shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
|
|
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Voting power held by investors in this offering after giving effect to this offering
|
% (or % if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
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|
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Voting power held by our pre-IPO owners after giving effect to this offering
|
% (or % if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
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|
|
Use of proceeds
|
We estimate that the net proceeds to ZoomInfo Technologies Inc. from this offering, after deducting the estimated underwriting discount, will be approximately $ million (or $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock). ZoomInfo OpCo will reimburse ZoomInfo Technologies Inc. for or bear all of the expenses payable by it in this offering. We estimate these offering expenses (excluding the underwriting discount) will be approximately $ million.
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ZoomInfo Technologies Inc. intends to use all of the net proceeds from this offering (including from any exercise by the underwriters of their option to purchase additional shares of Class A common stock):
|
|
|
|
•
to purchase newly issued HoldCo Units from ZoomInfo HoldCo for approximately $ million (or HoldCo Units for $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock), which in turn will purchase the same number of newly issued LLC Units from ZoomInfo OpCo;
|
|
|
|
•
to purchase of LLC Units from certain Pre-IPO LLC Unitholders for approximately $ million (or LLC Units for $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock); and
|
|
|
|
•
to fund $ million of merger consideration payable to certain Pre-IPO Shareholders in connection with the Blocker Mergers (or $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
|
|
The foregoing purchases of HoldCo Units and LLC Units will be made at a price per unit equal to the public offering price per share of Class A common stock in this offering, less the underwriting discount. The number of outstanding LLC Units of ZoomInfo OpCo will equal the aggregate number of outstanding shares of Class A common stock and Class B common stock. See “Organizational Structure—Offering Transactions.”
|
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|
|
We will only retain the net proceeds that are used to purchase newly issued HoldCo Units from ZoomInfo HoldCo, which will, in turn, be used to purchase newly issued LLC Units from ZoomInfo OpCo. ZoomInfo OpCo expects to use the proceeds it receives through ZoomInfo HoldCo from this offering:
|
|
|
|
•
to redeem and cancel all outstanding Series A Preferred Units for approximately $ million, including accumulated but unpaid distributions and related prepayment premiums;
|
|
|
|
•
to repay approximately $ million aggregate principal amount of our second lien term loans, including related prepayment premiums and accrued interest; and
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|
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|
•
for general corporate purposes.
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|
|
We will not retain any of the net proceeds used to purchase LLC Units from Pre-IPO Unitholders or to fund merger consideration for the Blocker Mergers. See “Use of Proceeds” and “Certain Relationships and Related Person Transactions—Purchase of LLC Units.”
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|
|
Voting rights
|
Each share of our Class A common stock entitles its holder to one vote on all matters to be voted on by stockholders generally.
The Pre-IPO LLC Unitholders and the Pre-IPO HoldCo Unitholders will hold all of the outstanding shares of our Class B common stock. The shares of Class B common stock will have no economic rights, but each share will entitle the holder to ten votes (for so long as the number of shares of our common stock beneficially owned collectively by the Pre-IPO LLC Unitholders and the Pre-IPO HoldCo Unitholders represents at least 5% of our outstanding shares of common stock, and thereafter, one vote per share) on all matters on which stockholders of ZoomInfo Technologies Inc. are entitled to vote generally. Holders of shares of our Class B common stock will vote together with holders of our Class A common stock as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law. See “Description of Capital Stock—Common Stock—Class B Common Stock.”
|
|
|
Dividend policy
|
We have no current plans to pay dividends on our Class A common stock. The declaration, amount, and payment of any future dividends will be at the sole discretion of our board of directors. Our board of directors may take into account general economic and business conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, and implications on the payment of dividends by us to our stockholders or by our subsidiaries (including ZoomInfo HoldCo and ZoomInfo OpCo) to us, and such other factors as our board of directors may deem relevant. Holders of our Class B common stock do not have any right to receive dividends or to receive a distribution upon a liquidation, dissolution, or winding up of ZoomInfo Technologies Inc.
ZoomInfo Technologies Inc. is a holding company and has no material assets other than a controlling equity interest in ZoomInfo HoldCo, which is a holding company and has no material assets other than a controlling equity interest in ZoomInfo OpCo. The limited liability company agreement of ZoomInfo OpCo that will be in effect at the time of this offering provides that certain distributions to cover the taxes of the ZoomInfo Tax Group and the other holders of LLC Units and Class P Units will be made based upon assumed tax rates and other assumptions provided in the limited liability company agreement (such distributions, “tax distributions”). Additionally, in the event ZoomInfo Technologies Inc. declares any cash dividend, we intend to cause ZoomInfo HoldCo to cause ZoomInfo OpCo to make distributions to ZoomInfo HoldCo, which in turn will make distributions to ZoomInfo Technologies Inc., in an amount sufficient to cover such cash dividends declared by us. If ZoomInfo OpCo makes such distributions to ZoomInfo HoldCo and ZoomInfo HoldCo makes such distributions to ZoomInfo Technologies Inc., the other holders of LLC Units, HoldCo Units, and certain Class P Units will also be entitled to receive the respective equivalent pro rata distributions. We intend to enter into the tax sharing agreement, pursuant to which ZoomInfo HoldCo will be required to make certain payments to us to enable us to pay taxes of the ZoomInfo Tax Group and to meet our obligations under the tax receivable agreement.
|
|
|
|
We anticipate that cash received by ZoomInfo HoldCo may, in certain periods, exceed ZoomInfo Technologies Inc.’s obligations to pay its liabilities and make payments under the tax receivable agreement. We expect that ZoomInfo HoldCo will use any such excess cash from time to time: to acquire additional newly issued LLC Units from ZoomInfo OpCo at a per unit price determined by reference to the market value of the Class A common stock; to pay dividends, which may include special dividends, on our Class A common stock; to fund repurchases of our Class A common stock; or any combination of the foregoing. Our board of directors, in its sole discretion, will make any determination with respect to the use of any such excess cash. We also expect, if necessary, to undertake ameliorative actions, which may include pro rata or non-pro rata reclassifications, combinations, subdivisions, or adjustments of outstanding HoldCo Units or LLC Units, or declare a stock dividend on our Class A common stock of an aggregate number of additional newly issued shares that corresponds to the number of additional LLC Units that ZoomInfo HoldCo is acquiring, to maintain one-to-one parity between LLC Units and shares of Class A common stock. See “Dividend Policy.”
|
|
|
Exchange rights of holders of LLC Units, Class P Units, and HoldCo Units
|
Prior to this offering, we will amend and restate the limited liability company agreement of ZoomInfo OpCo so that the Pre-IPO LLC Unitholders may, after the completion of this offering (subject to the terms of such limited liability company agreement), exchange their LLC Units (together with a corresponding number of shares of Class B common stock) for shares of Class A common stock of ZoomInfo Technologies Inc. on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends, and reclassifications. Subject to certain restrictions, the holders of Class P Units will have the right to exchange their vested Class P Units into a number of shares of Class A common stock that will generally be equal to (a) the product of the number of vested Class P Units to be exchanged with a given per unit distribution threshold and then-current spread between the per share value of a LLC Unit at the time of the exchange (based on the public trading price of Class A common stock) and the per unit distribution threshold of such Class P Units divided by (b) the per unit value of a LLC Unit at the time of the exchange (based on the public trading price of Class A common stock). See “Certain Relationships and Related Person Transactions—ZoomInfo OpCo Amended and Restated Limited Liability Company Agreement.”
The limited liability company agreement of ZoomInfo HoldCo will provide that the Pre-IPO HoldCo Unitholders may, after the completion of this offering (subject to the terms of such limited liability company agreement), exchange their HoldCo Units for shares of Class A common stock of ZoomInfo Technologies Inc. on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends, and reclassifications. See “Certain Relationships and Related Person Transactions—ZoomInfo HoldCo Amended and Restated Limited Liability Company Agreement.”
|
|
|
Tax receivable agreement
|
Prior to the completion of this offering, we will enter into a tax receivable agreement with certain of our pre-IPO owners (including pre-IPO owners of the Blocker Companies) that provides for the payment by ZoomInfo Technologies Inc. to such pre-IPO owners of 85% of the benefits, if any, that the ZoomInfo Tax Group is deemed to realize (calculated using certain assumptions) as a result of (i) the ZoomInfo Tax Group’s allocable share of existing tax basis acquired in this offering, (ii) increases in the ZoomInfo Tax Group’s allocable share of existing tax basis and tax basis adjustments that will increase the tax basis of the tangible and intangible assets of the ZoomInfo Tax Group as a result of sales or exchanges of LLC Units after this offering, and (iii) the ZoomInfo Tax Group’s utilization of certain tax attributes of the Blocker Companies (including the Blocker Companies’ allocable share of existing tax basis) and certain other tax benefits, including tax benefits attributable to payments under the tax receivable agreement. These increases in existing tax basis and tax basis adjustments generated over time may increase (for tax purposes) depreciation and amortization deductions and, therefore, may reduce the amount of tax that the ZoomInfo Tax Group would otherwise be required to pay in the future. Actual tax benefits realized by the ZoomInfo Tax Group may differ from tax benefits calculated under the tax receivable agreement as a result of the use of certain assumptions in the tax receivable agreement, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits. This payment obligation is an obligation of ZoomInfo Technologies Inc. and not of ZoomInfo OpCo. See “Certain Relationships and Related Person Transactions—Tax Receivable Agreement.”
|
•
|
shares of Class A common stock issuable upon exercise of the underwriters’ option to purchase additional shares of Class A common stock from us;
|
•
|
shares of Class A common stock issuable upon exchange of LLC Units and HoldCo Units that will be held by the Pre-IPO LLC Unitholders and the Pre-IPO HoldCo Unitholders, respectively, immediately following this offering;
|
•
|
shares of Class A common stock issuable upon exchange of Class P Units (assuming an offering price of $ per share of Class A common stock, which is the midpoint of the price range set forth on the cover of this prospectus, and assuming such Class P Units are fully vested) that will be held by the Continuing Class P Unitholders immediately following this offering; or
|
•
|
shares of Class A common stock that may be granted under the 2020 Plan (as defined herein). See “Executive Compensation—Compensation Arrangements to be Adopted in Connection with this Offering—2020 Stock Incentive Plan.”
|
|
ZoomInfo OpCo
(DiscoverOrg Holdings, LLC)
|
|
ZoomInfo Technologies Inc.
|
||||||
|
Year Ended December 31,
|
|
Pro Forma
Year Ended December 31, |
||||||
($ in millions, except share amounts)
|
2018
|
|
2019
|
|
2019
|
||||
Summary Statements of Operations Data(1):
|
|
|
|
|
|
||||
Revenue
|
$
|
144.3
|
|
|
$
|
293.3
|
|
|
$
|
Cost of service(2)
|
30.1
|
|
|
43.6
|
|
|
|
||
Amortization of acquired technology
|
7.7
|
|
|
25.0
|
|
|
|
||
Gross profit
|
106.5
|
|
|
224.7
|
|
|
|
||
|
|
|
|
|
|
||||
Operating expenses(2)
|
79.9
|
|
|
188.6
|
|
|
|
||
Income from operations
|
26.6
|
|
|
36.1
|
|
|
|
||
|
|
|
|
|
|
||||
Interest expense, net
|
58.2
|
|
|
102.4
|
|
|
|
||
Loss on debt extinguishment
|
—
|
|
|
18.2
|
|
|
|
||
Other (income) expense, net(3)
|
(0.1
|
)
|
|
—
|
|
|
|
||
Income (loss) before income taxes
|
(31.5
|
)
|
|
(84.5
|
)
|
|
|
||
|
|
|
|
|
|
||||
Benefit from income taxes
|
2.9
|
|
|
6.5
|
|
|
|
||
Net income (loss)
|
$
|
(28.6
|
)
|
|
$
|
(78.0
|
)
|
|
$
|
Less: Net loss attributable to non-controlling interests
|
|
|
|
|
|
||||
Net loss attributable to ZoomInfo Technologies Inc.
|
|
|
$
|
|
$
|
||||
|
|
|
|
|
|
||||
Pro forma:
|
|
|
|
|
|
||||
Net loss and per share information (unaudited)
|
|
|
|
|
|
||||
Provision for income taxes
|
|
|
|
|
$
|
||||
Net loss
|
|
|
|
|
$
|
||||
Basic and diluted net loss per share
|
|
|
|
|
$
|
||||
Weighted average shares outstanding—basic and diluted
|
|
|
|
|
|
||||
|
|
|
|
|
|
||||
Summary Balance Sheet Data (at period end):
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
9.0
|
|
|
$
|
41.4
|
|
|
$
|
Total assets
|
591.0
|
|
|
1,561.9
|
|
|
|
||
Long-term debt (including current portion)
|
633.7
|
|
|
1,203.3
|
|
|
|
||
Total liabilities
|
710.1
|
|
|
1,575.5
|
|
|
|
||
Temporary equity(4)
|
—
|
|
|
200.2
|
|
|
|
||
Permanent equity
|
(119.1
|
)
|
|
(213.8
|
)
|
|
|
||
|
|
|
|
|
|
||||
Summary Statements of Cash Flows Data:
|
|
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
43.8
|
|
|
$
|
44.4
|
|
|
|
Net cash used in investing activities
|
(13.1
|
)
|
|
(736.7
|
)
|
|
|
||
Net cash provided by used in financing activities
|
(29.9
|
)
|
|
725.8
|
|
|
|
||
|
|
|
|
|
|
|
ZoomInfo OpCo
(DiscoverOrg Holdings, LLC)
|
||||||
|
Year Ended December 31,
|
||||||
|
2018
|
|
2019
|
||||
Other Data(5):
|
|
|
|
||||
Allocated Combined Receipts(6)
|
$
|
241.2
|
|
|
$
|
336.0
|
|
Adjusted Operating Income(7)
|
$
|
83.6
|
|
|
$
|
167.1
|
|
Adjusted Operating Income Margin(7)
|
57
|
%
|
|
51
|
%
|
||
Adjusted EBITDA(8)
|
$
|
86.2
|
|
|
$
|
173.2
|
|
(1)
|
Historical results of ZoomInfo OpCo for the years ended December 31, 2018 and 2019 do not reflect the results of Pre-Acquisition ZI prior to the Zoom Information Acquisition on February 1, 2019.
|
|
Year Ended
December 31, 2018
|
|
Year Ended
December 31, 2019
|
||||||||||||
($ in millions)
|
ZoomInfo OpCo
(DiscoverOrg Holdings, LLC)
|
|
Pre-Acquisition ZI
|
|
ZoomInfo OpCo
(DiscoverOrg Holdings, LLC)
|
|
Pre-Acquisition ZI(a)
|
||||||||
Revenue
|
$
|
144.3
|
|
|
$
|
72.5
|
|
|
$
|
293.3
|
|
|
$
|
9.7
|
|
Income from operations
|
26.6
|
|
|
(23.1
|
)
|
|
36.1
|
|
|
1.7
|
|
||||
Net income (loss)
|
$
|
(28.6
|
)
|
|
$
|
(27.5
|
)
|
|
$
|
(78.0
|
)
|
|
$
|
0.8
|
|
(a)
|
Reflects January 2019 results for Pre-Acquisition ZI.
|
(2)
|
Includes equity-based compensation expense, as follows:
|
|
Year Ended December 31,
|
||||||
($ in millions)
|
2018
|
|
2019
|
||||
Cost of service
|
$
|
8.3
|
|
|
$
|
4.0
|
|
Sales and marketing
|
15.8
|
|
|
11.2
|
|
||
Research and development
|
1.1
|
|
|
4.7
|
|
||
General and administrative
|
7.5
|
|
|
5.2
|
|
||
Total equity-based compensation expense
|
$
|
32.7
|
|
|
$
|
25.1
|
|
(3)
|
Primarily represents foreign exchange remeasurement gains and losses.
|
(4)
|
Consists of 207,000,000 Series A Preferred Units issued on February 1, 2019 in connection with the Zoom Information Acquisition. We expect to redeem and cancel all outstanding Series A Preferred Units with proceeds from this offering for approximately $ million, including accumulated but unpaid distributions and related prepayment premiums.
|
(5)
|
In addition to our results determined in accordance with U.S. generally accepted accounting principles (“GAAP”), we believe certain non-GAAP measures are useful in evaluating our operating performance. These measures include, but are not limited to, Allocated Combined Receipts, Adjusted Operating Income, Adjusted Operating Income Margin, and Adjusted EBITDA, which are used by management in making operating decisions, allocating financial resources, and internal planning and forecasting, and for business strategy purposes. We believe that non-GAAP financial information is useful to investors because it eliminates certain items that affect period-over-period comparability and it provides consistency with past financial performance and additional information about our underlying results and trends by excluding certain items that may not be indicative of our business, results of operations, or outlook.
|
(6)
|
We define Allocated Combined Receipts as the combined receipts of our Company and companies that we have acquired allocated to the period of service delivery. We calculate Allocated Combined Receipts as the sum of (i) revenue, (ii) revenue recorded by acquired companies prior to our acquisitions of them, and (iii) the impact of fair value adjustments to acquired unearned revenue related to services billed by an acquired company prior to its acquisition. Management uses this measure to evaluate organic growth of the business period over period, as if the Company had operated as a single entity and excluding the impact of acquisitions or adjustments due to purchase accounting. Organic growth in current
|
|
Year Ended December 31,
|
||||||
($ in millions)
|
2018
|
|
2019
|
||||
Revenue
|
$
|
144.3
|
|
|
$
|
293.3
|
|
Impact of fair value adjustments to acquired unearned revenue(a)
|
2.9
|
|
|
32.2
|
|
||
Pre-Acquisition ZI revenue(b)
|
72.5
|
|
|
9.7
|
|
||
Impact of fair value adjustments to acquired unearned revenue recorded by Pre-Acquisition ZI(c)
|
14.6
|
|
|
0.1
|
|
||
Pre-acquisition revenue of other acquired companies(d)
|
6.9
|
|
|
0.6
|
|
||
Allocated Combined Receipts
|
$
|
241.2
|
|
|
$
|
336.0
|
|
Growth
|
|
|
39
|
%
|
(a)
|
Represents the impact of fair value adjustments to acquired unearned revenue relating to services billed by an acquired company, including Pre-Acquisition ZI, prior to our acquisition of that company. These adjustments represent the difference between the revenue recognized based on management’s estimate of fair value of acquired unearned revenue and the receipts billed prior to the acquisition, less revenue recognized prior to the acquisition.
|
(b)
|
Figures include revenue recognized by Pre-Acquisition ZI for the periods prior to our acquisition of Pre-Acquisition ZI.
|
(c)
|
Primarily represents the impact of fair value adjustments to acquired unearned revenue relating to services billed by a predecessor entity, prior to the acquisition of that predecessor entity by Pre-Acquisition ZI. These adjustments represent the difference between the revenue recognized based on Pre-Acquisition ZI management’s estimate of fair value of acquired unearned revenue and the receipts billed, prior to the acquisition, less revenue recognized prior to the acquisition.
|
(d)
|
We acquired the assets of NeverBounce in September 2018. Additionally, Pre-Acquisition ZI acquired Datanyze in September 2018. Figures include revenue recognized by these entities for the periods presented prior to their respective acquisitions.
|
(7)
|
We define Adjusted Operating Income as income from operations plus (i) impact of fair value adjustments to acquired unearned revenue, (ii) amortization of acquired technology and other acquired intangibles, (iii) equity-based compensation, (iv) restructuring and transaction-related expenses, and (v) integration costs and acquisition-related compensation. We exclude the impact of fair value adjustments to acquired unearned revenue and amortization of acquired technology and other acquired intangibles, as well as equity-based compensation, because these are non-cash expenses or non-cash fair value adjustments and we believe that excluding these items provides meaningful supplemental information regarding performance and ongoing cash generation potential. We exclude restructuring and transaction-related expenses, as well as integration costs and acquisition-related compensation, because such expenses are episodic in nature and have no direct correlation to the cost of operating our business on an ongoing basis. Adjusted Operating Income is presented because it is used by management to evaluate our financial performance and for planning and forecasting purposes. Additionally, we believe that it and similar measures are widely used by securities analysts and investors as a means of evaluating a company’s operating performance. Adjusted Operating Income should not be considered as an alternative to operating income as an indicator of operating performance. We define Adjusted Operating Income Margin as Adjusted Operating Income divided by the sum of revenue and impacts of fair value adjustments to acquired unearned revenue.
|
|
Year Ended December 31,
|
||||||
($ in millions)
|
2018
|
|
2019
|
||||
Net loss
|
$
|
(28.6
|
)
|
|
$
|
(78.0
|
)
|
Provision for taxes
|
(2.9
|
)
|
|
(6.5
|
)
|
||
Interest expense, net
|
58.2
|
|
|
102.4
|
|
||
Loss on debt extinguishment
|
—
|
|
|
18.2
|
|
||
Other (income) expense, net(a)
|
(0.1
|
)
|
|
—
|
|
||
Income from operations
|
26.6
|
|
|
36.1
|
|
||
Impacts of fair value adjustments to acquired unearned revenue(b)
|
2.9
|
|
|
32.2
|
|
||
Amortization of acquired technology
|
7.7
|
|
|
25.0
|
|
||
Amortization of other acquired intangibles
|
7.0
|
|
|
17.6
|
|
||
Equity-based compensation
|
32.7
|
|
|
25.1
|
|
||
Restructuring and transaction-related expenses(c)
|
3.6
|
|
|
15.6
|
|
||
Integration costs and acquisition-related compensation(d)
|
3.2
|
|
|
15.5
|
|
||
Adjusted Operating Income
|
$
|
83.6
|
|
|
$
|
167.1
|
|
Adjusted Operating Income Margin
|
57
|
%
|
|
51
|
%
|
(a)
|
Primarily represents foreign exchange remeasurement gains and losses.
|
(b)
|
Represents the impact of fair value adjustments to acquired unearned revenue relating to services billed by an acquired company, including Pre-Acquisition ZI, prior to our acquisition of that company. These adjustments represent the difference between the revenue recognized based on management’s estimate of fair value of acquired unearned revenue and the receipts billed prior to the acquisition, less revenue recognized prior to the acquisition.
|
(c)
|
Represents costs directly associated with acquisition or disposal activities, including employee severance and termination benefits, contract termination fees and penalties, and other exit or disposal costs. For the year ended December 31, 2019, this expense related primarily to the acquisition of Pre-Acquisition ZI, including professional fees, severance and acceleration of payments for terminated employees, and accretion related to deferred consideration. For the year ended December 31, 2018, this expense related primarily to Carlyle’s investment in us.
|
(d)
|
Represents costs directly associated with integration activities for acquisitions and acquisition-related compensation, which includes transaction bonuses and retention awards. For the year ended December 31, 2019, this expense related primarily to activities resulting from the acquisition of Pre-Acquisition ZI, including consulting and professional services costs, cash vesting payments (see Note 4 – Business Combinations to our audited consolidated financial statement included elsewhere in this prospectus), and transaction bonuses and other compensation, as well as expense related to retention awards grants from the Company’s acquisitions of RainKing, NeverBounce, and Komiko. For the year ended December 31, 2018, these expenses related primarily to retention awards related to our acquisition of RainKing and transaction bonuses related to Carlyle’s investment in us.
|
(8)
|
EBITDA is defined as earnings before debt-related costs, including interest and loss on debt extinguishment, provision for taxes, depreciation, and amortization. Management further adjusts EBITDA to exclude certain items of a significant or unusual nature, including other (income) expense, net, impact of certain non-cash items, such as fair value of adjustments to acquired unearned revenue, and equity-based compensation, restructuring and transaction-related expenses, and integration costs and acquisition-related compensation. We exclude these items because these are non-cash expenses or non-cash fair value adjustments, which we do not consider indicative of performance and ongoing cash generation potential or are episodic in nature and have no direct correlation to the cost of operating our business on an ongoing basis. Adjusted EBITDA is presented because it is used by management to evaluate our financial performance and for planning and forecasting purposes. Additionally, we believe that it and similar measures are widely used by securities analysts and investors as a means of evaluating a company’s operating performance. Adjusted EBITDA should not be considered as an alternative to cash flows from operating activities as a measure of liquidity or as an alternative to operating income or net income as indicators of operating performance.
|
|
Year Ended December 31,
|
||||||
($ in millions)
|
2018
|
|
2019
|
||||
Net loss
|
$
|
(28.6
|
)
|
|
$
|
(78.0
|
)
|
Interest expense, net
|
58.2
|
|
|
102.4
|
|
||
Loss on debt extinguishment
|
—
|
|
|
18.2
|
|
||
Provision for taxes
|
(2.9
|
)
|
|
(6.5
|
)
|
||
Depreciation and amortization
|
2.6
|
|
|
6.1
|
|
||
Amortization of acquired technology
|
7.7
|
|
|
25.0
|
|
||
Amortization of other acquired intangibles
|
7.0
|
|
|
17.6
|
|
||
EBITDA
|
43.9
|
|
|
84.8
|
|
||
Other (income) expense, net(a)
|
(0.1
|
)
|
|
—
|
|
||
Impact of fair value adjustments to acquired unearned revenue(b)
|
2.9
|
|
|
32.2
|
|
||
Equity-based compensation
|
32.7
|
|
|
25.1
|
|
||
Restructuring and transaction-related expenses(c)
|
3.6
|
|
|
15.6
|
|
||
Integration costs and acquisition-related compensation(d)
|
3.2
|
|
|
15.5
|
|
||
Adjusted EBITDA
|
$
|
86.2
|
|
|
$
|
173.2
|
|
(a)
|
Primarily represents foreign exchange remeasurement gains and losses.
|
(b)
|
Represents the impact of fair value adjustments to acquired unearned revenue relating to services billed by an acquired company prior to its acquisition. These adjustments represent the difference between the revenue recognized based on management’s estimate of fair value of acquired unearned revenue and the receipts billed prior to the acquisition, less revenue recognized prior to the acquisition.
|
(c)
|
Represents costs directly associated with acquisition or disposal activities, including employee severance and termination benefits, contract termination fees and penalties, and other exit or disposal costs. For the year ended December 31, 2019, this expense related primarily to the acquisition of Pre-Acquisition ZI, including professional fees, severance and acceleration of payments for terminated employees, and accretion related to deferred consideration. For the year ended December 31, 2018, this expense related primarily to Carlyle’s investment in us.
|
(d)
|
Represents costs directly associated with integration activities for acquisitions and acquisition-related compensation, which includes transaction bonuses and retention awards. For the year ended December 31, 2019, this expense related primarily to activities resulting from the acquisition of Pre-Acquisition ZI, including consulting and professional services costs, cash vesting payments (see Note 4 – Business Combinations to our audited consolidated financial statement included elsewhere in this prospectus), and transaction bonuses and other compensation, as well as expense related to retention awards grants from our prior acquisitions of RainKing and NeverBounce. For the year ended December 31, 2018, these expenses related primarily to retention awards related to our acquisition of RainKing and transaction bonuses related to Carlyle’s investment in us.
|
•
|
free online and offline sources of information on companies and business professionals, including government records, telephone books, company websites, and open online databases of business professionals, such as LinkedIn Sales Navigator, D&B Sales & Marketing Solutions, TechTarget, and Infogroup;
|
•
|
our current and potential customers’ internal and homegrown business contact databases;
|
•
|
when used in conjunction with the foregoing or when additionally providing third-party sales and marketing data, predictive analytics and customer data platform technologies;
|
•
|
when used in conjunction with the foregoing or when additionally providing third-party sales and marketing data, sales and marketing vendors, which may specialize in appointment setting, online ad targeting, email marketing, or other outsource go-to-market functions;
|
•
|
other vendors of sales automation software;
|
•
|
other providers of third-party company attributes, technology attributes, and business contact information;
|
•
|
other providers of online content consumption data for predictive sales and marketing analytics; and
|
•
|
user-based networks of companies and/or business professionals.
|
•
|
awareness and acceptance of the sales and marketing platform category generally, and the growth, contraction and evolution of the category;
|
•
|
availability of products and services that compete with ours;
|
•
|
brand recognition;
|
•
|
pricing;
|
•
|
ease of adoption and use;
|
•
|
performance, features, and user experience, and the development and acceptance of new features, integrations, and capabilities;
|
•
|
customer support;
|
•
|
accessibility across several devices, operating system, and applications;
|
•
|
integration with CRM and other related technologies; and
|
•
|
the potential for the development of new systems and protocols for B2B communication.
|
•
|
internally develop and implement new and competitive technologies;
|
•
|
use leading third-party technologies effectively; and
|
•
|
respond to advances in data collection, cataloging, and updating.
|
•
|
potential failure to achieve the expected benefits on a timely basis or at all;
|
•
|
difficulties in, and the cost of, integrating operations, technologies, services, and platforms;
|
•
|
diversion of financial and managerial resources from existing operations;
|
•
|
the potential entry into new markets in which we have little or no experience or where competitors may have stronger market positions;
|
•
|
potential write-offs of acquired assets or investments and potential financial and credit risks associated with acquired customers;
|
•
|
differences between our values and those of our acquired companies;
|
•
|
difficulties in re-training key employees of acquired companies and integrating them into our organizational structure and corporate culture;
|
•
|
difficulties in, and financial costs of, addressing acquired compensation structures inconsistent with our compensation structure;
|
•
|
inability to generate sufficient revenue to offset acquisition or investment costs;
|
•
|
inability to maintain, or changes in, relationships with customers and partners of the acquired business;
|
•
|
challenges converting and forecasting the acquired company’s revenue recognition policies including subscription-based revenue and revenue based on the transfer of control as well as appropriate allocation of the customer consideration to the individual deliverables;
|
•
|
difficulty with, and costs related to, transitioning the acquired technology onto our existing platforms and customer acceptance of multiple platforms on a temporary or permanent basis;
|
•
|
augmenting the acquired technologies and platforms to the levels that are consistent with our brand and reputation;
|
•
|
potential for acquired products to impact the profitability of existing products;
|
•
|
increasing or maintaining the security standards for acquired technology consistent with our other services;
|
•
|
potential unknown liabilities associated with the acquired businesses, including risks associated with acquired intellectual property and/or technologies;
|
•
|
challenges relating to the structure of an investment, such as governance, accountability, and decision-making conflicts that may arise in the context of a joint venture or other majority ownership investments;
|
•
|
negative impact to our results of operations because of the depreciation and amortization of amounts related to acquired intangible assets, fixed assets, and deferred compensation;
|
•
|
additional stock-based compensation;
|
•
|
the loss of acquired unearned revenue and unbilled unearned revenue;
|
•
|
delays in customer purchases due to uncertainty related to any acquisition;
|
•
|
ineffective or inadequate controls, procedures, and policies at the acquired company;
|
•
|
in the case of foreign acquisitions, challenges caused by integrating operations over distance, and across different languages, cultures, and political environments;
|
•
|
currency and regulatory risks associated with foreign countries and potential additional cybersecurity and compliance risks resulting from entry into new markets;
|
•
|
tax effects and costs of any such acquisitions, including the related integration into our tax structure and assessment of the impact on the realizability of our future tax assets or liabilities; and
|
•
|
potential challenges by governmental authorities, including the Department of Justice, for anti-competitive or other reasons.
|
•
|
attract new customers;
|
•
|
provide excellent customer experience;
|
•
|
renew and grow current customer subscriptions;
|
•
|
convert users of and organizations on our free Community Edition into paying customers;
|
•
|
introduce and grow adoption of our products and services in new markets outside of the United States;
|
•
|
achieve widespread acceptance and use of our platform;
|
•
|
adequately expand our sales force and otherwise scale our operations as a business;
|
•
|
expand the features and capabilities of our platform, including through the creation and use of additional integrations;
|
•
|
maintain the security and reliability of our platform;
|
•
|
comply with existing and new applicable laws and regulations;
|
•
|
price and package our products and services effectively;
|
•
|
successfully compete against established companies and new market entrants;
|
•
|
increase awareness of our brand on a global basis; and
|
•
|
execute on our acquisition strategy.
|
•
|
our ability to attract and retain customers and grow subscriptions of existing customers;
|
•
|
our ability to price and package our products and services effectively;
|
•
|
pricing pressure as a result of competition or otherwise;
|
•
|
unforeseen costs and expenses, including those related to the expansion of our business and operations;
|
•
|
changes in customers’ budgets and in the timing of their budget cycles and purchasing decisions;
|
•
|
changes in the competitive dynamics of our market, including consolidation among competitors or customers and the introduction of new products or product enhancements;
|
•
|
the amount and timing of payment for operating expenses, particularly research and development, sales, and marketing expenses and employee benefit expenses;
|
•
|
the timing of revenue and expenses related to the development or acquisition of technologies, products, or businesses;
|
•
|
potential goodwill and intangible asset impairment charges and amortization associated with acquired businesses;
|
•
|
potential restructuring and transaction-related expenses;
|
•
|
the amount and timing of costs associated with recruiting, training, and integrating new employees while maintaining our company culture;
|
•
|
our ability to manage our existing business and future growth, including increases in the number of customers on our platform and the introduction and adoption of our platform in new markets outside of the United States;
|
•
|
foreign currency exchange rate fluctuations; and
|
•
|
general economic and political conditions in our domestic and international markets.
|
•
|
develop new features, integrations, capabilities, and enhancements;
|
•
|
continue to expand our product development, sales, and marketing organizations;
|
•
|
hire, train, and retain employees;
|
•
|
respond to competitive pressures or unanticipated working capital requirements; or
|
•
|
pursue acquisition opportunities.
|
•
|
a need to localize our products and services, including translation into foreign languages and associated expenses;
|
•
|
competition from local incumbents that better understand the local market, customs, and culture, may market and operate more effectively, and may enjoy greater local affinity or awareness;
|
•
|
a need to comply with foreign regulatory frameworks or business practices, which among other things may favor local competitors;
|
•
|
evolving domestic and international tax environments;
|
•
|
liquidity issues or political actions by sovereign nations, including nations with a controlled currency environment, which could result in decreased values of balances or potential difficulties protecting our foreign assets or satisfying local obligations;
|
•
|
foreign currency fluctuations and controls, which may make our products and services more expensive for international customers and could add volatility to our operating results;
|
•
|
compliance with multiple, conflicting, ambiguous, or evolving governmental laws and regulations, including employment, tax, privacy, anti-corruption, import/export, economic sanctions, trade controls, antitrust, and data transfer, storage and protection, and our ability to identify and respond timely to compliance issues when they occur;
|
•
|
vetting and monitoring internal or external sales or customer experience resources in new and evolving markets to confirm they maintain standards consistent with our brand and reputation;
|
•
|
uncertainty regarding regulation, currency, tax, and operations resulting from the Brexit vote that could disrupt trade, the sale of our services and commerce and movement of our people between the United Kingdom, the European Union, and other locations;
|
•
|
changes in the public perception of governments in the regions where we operate or plan to operate;
|
•
|
treatment of revenue from international sources, intellectual property considerations, and changes to tax codes, including being subject to foreign tax laws and being liable for paying withholding income or other taxes in foreign jurisdictions;
|
•
|
different pricing environments;
|
•
|
different or lesser protection of our intellectual property;
|
•
|
longer accounts receivable payment cycles and other collection difficulties;
|
•
|
changes in diplomatic and trade relationships, including the imposition of new trade restrictions, trade protection measures, import or export requirements, trade embargoes, and other trade barriers;
|
•
|
natural disasters, acts of war, terrorism, pandemics, or security breaches;
|
•
|
regional economic and political conditions; and
|
•
|
higher costs of doing business internationally, including increased accounting, travel, infrastructure, and legal compliance costs.
|
•
|
implement usage-based pricing;
|
•
|
discount pricing for competitive products;
|
•
|
otherwise materially change their pricing rates or schemes;
|
•
|
charge us to deliver our traffic at certain levels or at all;
|
•
|
throttle traffic based on its source or type;
|
•
|
implement bandwidth caps or other usage restrictions; or
|
•
|
otherwise try to monetize or control access to their networks.
|
•
|
underperformance relative to historical or projected future operating results;
|
•
|
changes in the manner of our use of acquired assets or the strategy for our overall business;
|
•
|
negative industry or economic trends; or
|
•
|
decline in our market capitalization relative to net book value for a sustained period.
|
•
|
make it difficult for us to satisfy our financial obligations, including with respect to our indebtedness;
|
•
|
limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, or other general business purposes;
|
•
|
require us to use a substantial portion of our cash flow from operations to make debt service payments instead of other purposes, thereby reducing the amount of cash flow available for future working capital, capital expenditures, acquisitions, or other general business purposes;
|
•
|
expose us to the risk of increased interest rates as certain of our borrowings, including under our secured credit facilities, are at variable rates of interest;
|
•
|
limit our ability to pay dividends;
|
•
|
limit our flexibility to plan for, or react to, changes in our business and industry;
|
•
|
place us at a competitive disadvantage compared with our less-leveraged competitors;
|
•
|
increase our vulnerability to the impact of adverse economic, competitive, and industry conditions; and
|
•
|
increase our cost of borrowing.
|
•
|
a board that is composed of a majority of “independent directors,” as defined under the Nasdaq rules;
|
•
|
a compensation committee that is composed entirely of independent directors; and
|
•
|
director nominations be made, or recommended to the full board of directors, by its independent directors, or by a nominations/governance committee that is composed entirely of independent directors.
|
•
|
we, our competitors, or other comparable companies report operating results below the expectations of public market analysts and investors;
|
•
|
variations in our, our competitors’, or other comparable companies’ quarterly operating results or dividends, if any, to stockholders;
|
•
|
guidance, if any, that we, our competitors, or other comparable companies provide to the public, any changes in this guidance, or failure to meet this guidance;
|
•
|
failure by us or others in our industry to meet analysts’ earnings estimates;
|
•
|
publication of research reports about our industry;
|
•
|
adverse market reaction to any indebtedness we may incur or securities we may issue in the future;
|
•
|
changes in market valuations of similar companies or speculation in the press or investment community;
|
•
|
declines in the market prices of stocks generally, particularly those of similar companies;
|
•
|
announcements by us or our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures, or capital commitments;
|
•
|
investor perceptions of, or the investment opportunity associated with, our Class A common stock relative to other investment alternatives;
|
•
|
announcements relating to litigation, government investigations, changes in laws, or changes in business or regulatory conditions, or differing interpretations or enforcement thereof;
|
•
|
changes in accounting principles;
|
•
|
adverse publicity about the industries we participate in; or
|
•
|
individual scandals.
|
•
|
provide that our board of directors will be divided into three classes, as nearly equal in size as possible, with directors in each class serving three-year terms and with terms of the directors of only one class expiring in any given year;
|
•
|
provide for the removal of directors only for cause and only upon the affirmative vote of the holders of at least 66⅔% in voting power of the outstanding shares of our capital stock entitled to vote if the parties to our stockholders agreement beneficially own less than 50% of the total voting power of all then-outstanding shares of our capital stock entitled to vote generally in the election of directors;
|
•
|
would allow us to authorize the issuance of shares of one or more series of preferred stock, including in connection with a stockholder rights plan, financing transactions, or otherwise, the terms of which series may be established and the shares of which may be issued without stockholder approval, and which may include super voting, special approval, dividend, or other rights or preferences superior to the rights of the holders of common stock;
|
•
|
prohibit stockholder action by written consent by holders of Class A common stock from and after the date on which the parties to our stockholders agreement cease to beneficially own at least 50% of the total voting power of all then-outstanding shares of our capital stock entitled to vote generally in the election of directors unless such action is recommended by all directors then in office;
|
•
|
provide for certain limitations on convening special stockholder meetings;
|
•
|
provide (i) that the board of directors is expressly authorized to make, alter, or repeal our bylaws and (ii) that our stockholders may only amend our bylaws with the approval of 66⅔% or more of all of then-outstanding shares of our capital stock entitled to vote if the parties to our stockholders agreement beneficially own less than 50% of the total voting power of all then-outstanding shares of our capital stock entitled to vote generally in the election of directors;
|
•
|
provide that certain provisions of our amended and restated certificate of incorporation may be amended only by the affirmative vote of the holders of at least 66⅔% in voting power of then-outstanding shares of our capital stock entitled to vote if the parties to our stockholders agreement beneficially own less than 50% of the total voting power of all then-outstanding shares of our capital stock entitled to vote generally in the election of directors; and
|
•
|
establish advance notice requirements for nominations for elections to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.
|
•
|
larger well-funded companies shifting their existing business models to become more competitive with us;
|
•
|
our ability to provide or adapt our platform for changes in laws and regulations or public perception, or changes in the enforcement of such laws, relating to data privacy;
|
•
|
the effects of companies more effectively catering to our customers by offering more tailored products or platforms at lower costs;
|
•
|
adverse general economic and market conditions reducing spending on sales and marketing;
|
•
|
the effects of declining demand for sales and marketing subscription platforms;
|
•
|
our ability to improve our technology and keep up with new processes for data collection, organization, and cleansing;
|
•
|
our ability to provide a highly accurate, reliable, and comprehensive platform moving forward;
|
•
|
our reliance on third-party systems that we do not control to integrate with our system and our potential inability to continue to support integration;
|
•
|
our ability to adequately fund research and development potentially limiting introduction of new features, integrations, and enhancements;
|
•
|
our ability to attract new customers and expand existing subscriptions;
|
•
|
a decrease in participation in our contributory network or increased opt-out rates impacting the depth, breadth, and accuracy of our platform;
|
•
|
our failure to protect and maintain our brand and our ability to attract and retain customers; and
|
•
|
other factors described under “Risk Factors.”
|
•
|
B2B Sales and Marketing Intelligence Solutions Drive Improved Business Outcomes, a commissioned study conducted by Forrester Consulting on behalf of DiscoverOrg, August 2019;
|
•
|
State of Sales, Salesforce Research, July 2018;
|
•
|
S&P Global Capital IQ database, ©2019: S&P Global Market Intelligence;
|
•
|
Global Industry Analysts, Global Customer Relationship Management (CRM) Software Industry Report, October 2019; and
|
•
|
Tracking the True Cost of Sales, Sirius Decisions, 2019.
|
(1)
|
ZoomInfo LLC (formerly known as DiscoverOrg, LLC) serves as the borrower under our secured credit facilities. See “Description of Certain Indebtedness.”
|
(1)
|
Each share of Class B common stock will provide the holder ten votes (for so long as the number of shares of our common stock beneficially owned collectively by the Pre-IPO LLC Unitholders and the Pre-IPO HoldCo Unitholders represents at least 5% of our outstanding shares of
|
(2)
|
At the time of this offering, shares of Class A common stock would be issuable upon the exchange of Class P Units (assuming an offering price of $ per share of Class A common stock, which is the midpoint of the price range set forth on the cover of this prospectus, and assuming such Class P Units are fully vested) that are held by the Continuing Class P Unitholders. For additional information, see “—Reclassification and Amendment and Restatement of Limited Liability Company Agreement of ZoomInfo OpCo” and “Certain Relationships and Related Person Transactions—ZoomInfo OpCo Amended and Restated Limited Liability Company Agreement.”
|
(3)
|
ZoomInfo LLC (formerly known as DiscoverOrg, LLC) serves as the borrower under the secured credit facilities. See “Description of Certain Indebtedness.”
|
•
|
the investors in this offering will collectively own shares of our Class A common stock (or shares of Class A common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock);
|
•
|
the Pre-IPO LLC Unitholders will hold LLC Units, the Pre-IPO HoldCo Unitholders will hold HoldCo Units, the Continuing Class P Unitholders will hold Class P Units and the Pre-IPO Shareholders will hold shares of our Class A common stock;
|
•
|
ZoomInfo Technologies Inc. will hold HoldCo Units (or HoldCo Units if the underwriters exercise in full their option to purchase additional shares of Class A common stock);
|
•
|
ZoomInfo HoldCo will hold LLC Units (or LLC Units if the underwriters exercise in full their option to purchase additional shares of Class A common stock);
|
•
|
the investors in this offering will collectively have % of the voting power in ZoomInfo Technologies Inc. (or % if the underwriters exercise in full their option to purchase additional shares of Class A common stock);
|
•
|
the Pre-IPO LLC Unitholders and the Pre-IPO HoldCo Unitholders, as holders of all of the outstanding shares of Class B common stock, will have % of the voting power in ZoomInfo Technologies Inc. (or % if the underwriters exercise in full their option to purchase additional shares of Class A common stock); and
|
•
|
the Pre-IPO Shareholders will have % of the voting power in ZoomInfo Technologies Inc. (or % if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
|
•
|
to purchase newly issued HoldCo Units from ZoomInfo HoldCo for approximately $ million (or HoldCo Units for $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock), which in turn will purchase the same number of newly issued LLC Units from ZoomInfo OpCo,
|
•
|
to purchase of LLC Units from certain Pre-IPO LLC Unitholders for approximately $ million (or LLC Units for $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock); and
|
•
|
to fund $ million of merger consideration payable to certain Pre-IPO Shareholders in connection with the Blocker Mergers (or $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
|
•
|
to redeem and cancel all outstanding Series A Preferred Units for approximately $ million, including accumulated but unpaid distributions and related prepayment premiums;
|
•
|
to repay approximately $ million aggregate principal amount of our second lien term loans, including related prepayment premiums and accrued interest. The second lien term loans provided for by our second lien credit agreement mature on February 1, 2027. Borrowings under the second lien credit agreement bear interest at a rate per annum equal to, at our option, either (A) a LIBOR rate determined by reference to the Reuters LIBOR rate for dollar deposits with a term equivalent to the interest rate relevant to such borrowing, as adjusted by reserve percentages established by the Federal Reserve (subject to a floor of 0.00%), plus an applicable margin or (B) a base rate determined by reference to highest of (i) 0.50% above the federal funds effective rate, (ii) the rate of interest established by the administrative agent as its “prime rate,” (iii) 1.0% above the adjusted LIBOR rate for dollar deposits with a one month term commencing that day and (iv) 1.00% per annum, plus an applicable margin. See “Description of Certain Indebtedness—Second Lien Credit Agreement.”; and
|
•
|
for general corporate purposes.
|
•
|
on a historical basis; and
|
•
|
on a pro forma basis giving effect to the transactions described under “Unaudited Pro Forma Combined and Consolidated Financial Information,” including the sale by us of shares of Class A common stock in this offering at an assumed initial public offering price of $ per share (the midpoint of the range set forth on the cover page of this prospectus) and the application of the proceeds therefrom as described in “Use of Proceeds.”
|
|
December 31, 2019
|
|||||
|
ZoomInfo OpCo Actual
|
|
ZoomInfo Technologies Inc. Pro Forma(1)
|
|||
($ in millions, except share amounts)
|
|
|||||
Cash and cash equivalents
|
$
|
41.4
|
|
|
$
|
|
Debt:
|
|
|
|
|
|
|
Revolving credit facility(2)
|
$
|
—
|
|
|
$
|
|
First lien term loans(3)
|
|
858.5
|
|
|
|
|
Second lien term loans(4)
|
|
370.0
|
|
|
|
|
Unamortized debt transaction costs and discounts
|
|
(25.2
|
)
|
|
|
|
Total debt
|
|
1,203.3
|
|
|
|
|
Series A Preferred Units(5)
|
|
200.2
|
|
|
|
—
|
Equity:
|
|
|
|
|
|
|
Members’ equity (deficit)
|
|
(207.8
|
)
|
|
|
—
|
Class A common stock, $0.01 par value per share, 1,000 shares authorized and no shares issued and outstanding, actual; and shares authorized and shares issued and outstanding on a pro forma basis
|
|
—
|
|
|
|
|
Class B common stock, $0.01 par value per share, 1,000 shares authorized and 100 shares issued and outstanding, actual; and shares authorized and shares issued and outstanding on a pro forma basis(6)
|
|
—
|
|
|
|
|
Additional paid-in capital
|
|
—
|
|
|
|
|
Accumulated other comprehensive income (loss)
|
|
(6.0
|
)
|
|
|
|
Non-controlling interest
|
|
—
|
|
|
|
|
Total equity
|
|
(213.8
|
)
|
|
|
|
Total capitalization
|
$
|
1,189.7
|
|
|
$
|
|
(1)
|
To the extent we change the number of shares of Class A common stock sold by us in this offering from the shares we expect to sell or we change the initial public offering price from the $ per share assumed initial public offering price, representing the midpoint of the price range set forth on the cover page of this prospectus, or any combination of these events occurs, the net proceeds to us from this offering and each of as adjusted total equity and total capitalization may increase or decrease. A $1.00 increase (decrease) in the assumed initial public offering price per share, assuming no change in the number of shares to be sold, would increase (decrease) the net proceeds that we receive in this offering and each of as adjusted total stockholders’ equity and total capitalization by approximately $ . An increase (decrease) of 1,000,000 shares in the expected number of shares to be sold in the offering, assuming no change in the assumed initial offering price per
|
(2)
|
As of December 31, 2019, we had no borrowings and no outstanding letters of credit under our first lien revolving credit facility. For a further description of our first lien credit agreement, see “Description of Certain Indebtedness.”
|
(3)
|
Represents the aggregate face amount of our first lien term loans, including current portion. Our first lien term loans mature on February 1, 2026. For a further description of our first lien credit agreement, see “Description of Certain Indebtedness.”
|
(4)
|
Represents the aggregate face amount of our second lien term loans. Our second lien term loans mature on February 1, 2027. As of December 31, 2019, a payment of $376.8 million would have been made to repay all borrowings under our second lien term loans, including $3.7 million of prepayment premiums and accrued interest. For a further description of our second lien credit agreement, see “Description of Certain Indebtedness.”
|
(5)
|
As of December 31, 2019, $222.5 million aggregate liquidation preference of Series A Preferred Units was outstanding, with respect to which there were $15.5 million of accrued but unpaid distributions. As of December 31, 2019, the aggregate redemption price, including applicable premium and redemption price adjustments of $60.0 million, for the Series A Preferred Units would have been $282.5.
|
(6)
|
The shares of Class B common stock will have no economic rights but each share will entitle the holder to ten votes (for so long as the number of shares of our common stock beneficially owned collectively by the Pre-IPO LLC Unitholders and the Pre-IPO HoldCo Unitholders represents at least 5% of our outstanding shares of common stock, and thereafter, one vote per share) on all matters on which stockholders of ZoomInfo Technologies Inc. are entitled to vote generally.
|
Assumed initial public offering price per share of Class A common stock
|
|
|
$
|
Pro forma net tangible book value per share of Class A common stock as of December 31, 2019
|
$
|
|
|
Increase in pro forma net tangible book value per share of Class A common stock attributable to investors in this offering
|
$
|
|
|
Pro forma net tangible book value per share of Class A common stock after the offering
|
|
|
$
|
Dilution in pro forma net tangible book value per share of Class A common stock to investors in this offering
|
|
|
$
|
•
|
the issuance of term loans to fund the Zoom Information Acquisition and refinancing our pre-existing term loans; and
|
•
|
the amortization of acquired intangibles and acquisition-related unearned revenue adjustments.
|
•
|
the amendment and restatement of ZoomInfo Technologies Inc.’s certificate of incorporation to, among other things, (i) provide for Class A and Class B common stock and (ii) issue shares of Class B common stock to the Pre-IPO LLC Unitholders and the Pre-IPO HoldCo Unitholders equal to the number of LLC Units and HoldCo Units they own, respectively;
|
•
|
the Blocker Mergers;
|
•
|
the approximate % non-controlling interest in ZoomInfo OpCo represented by LLC Units not held by ZoomInfo HoldCo after the completion of the Reorganization Transactions;
|
•
|
the approximate % non-controlling interest in ZoomInfo HoldCo represented by HoldCo Units not held by ZoomInfo Technologies Inc. after the completion of the Reorganization Transactions; and
|
•
|
the execution of the tax receivable agreement and recognition of the related payable under such agreements.
|
•
|
the issuance of shares of our Class A common stock in this offering and the receipt of net proceeds of approximately $ million, based on the initial public offering price of $ per share, which is the midpoint of the range on the front cover of this prospectus, after deducting the underwriting discount and estimated unpaid offering expenses;
|
•
|
the redemption of $ million of outstanding Series A Preferred Units; and
|
•
|
the payment of $ million to repay our second lien term loan, which includes related prepayment premiums of approximately $ and accrued interest of approximately $ million.
|
|
Historical
|
|
Pro Forma Adjustments
|
|
|
|||||||||||||||
|
ZoomInfo OpCo (a)
|
|
Pre-Acquisition ZI (b)
|
|
Zoom Information Acquisition (c)
|
|
Reorganization Transactions (d)
|
|
Offering Transactions (e)
|
|
Pro Forma
Combined
|
|||||||||
Revenue
|
$
|
293.3
|
|
|
$
|
9.7
|
|
|
$
|
31.6
|
|
|
$
|
|
$
|
|
$
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cost of service:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cost of service
|
43.6
|
|
|
0.3
|
|
|
—
|
|
|
|
|
|
|
|
|
|||||
Amortization of acquired technology
|
25.0
|
|
|
0.6
|
|
|
1.2
|
|
|
|
|
|
|
|
|
|||||
Gross profit
|
224.7
|
|
|
8.8
|
|
|
30.4
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Sales and marketing
|
90.2
|
|
|
3.5
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
|
|||||
Research and development
|
30.1
|
|
|
1.7
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
|
|||||
General and administrative
|
35.1
|
|
|
1.7
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
|
|||||
Amortization of other acquired intangibles
|
17.6
|
|
|
0.2
|
|
|
0.8
|
|
|
|
|
|
|
|
|
|||||
Restructuring and transaction-related expenses
|
15.6
|
|
|
—
|
|
|
(1.2
|
)
|
|
|
|
|
|
|
|
|||||
Income (loss) from operations
|
36.1
|
|
|
1.7
|
|
|
31.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Interest expense, net
|
102.4
|
|
|
1.0
|
|
|
8.0
|
|
|
|
|
|
|
|
|
|||||
Loss on debt extinguishment
|
18.2
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
||||||
Other income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|||||
Loss before income taxes
|
(84.5
|
)
|
|
0.7
|
|
|
23.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Benefit from income taxes
|
6.5
|
|
|
0.1
|
|
|
(2.0
|
)
|
|
|
|
|
|
|
|
|||||
Net loss
|
$
|
(78.0
|
)
|
|
$
|
0.8
|
|
|
$
|
21.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Less: Net loss attributable to the non-controlling interest
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net loss attributable to ZoomInfo Technologies Inc.
|
|
|
|
|
|
|
$
|
|
$
|
|
$
|
|||||||||
Net loss per share–basic and diluted (f)(g)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Weighted-average shares, outstanding–basic and diluted (f)(g)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma Adjustments
|
|
|
||||
|
ZoomInfo OpCo
|
|
Reorganization Transactions
|
|
Offering Transactions
|
|
Pro Forma
Consolidated
|
||
Assets
|
|
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
41.4
|
|
|
$
|
|
$
|
|
$
|
Restricted cash
|
1.1
|
|
|
|
|
|
|
|
|
Accounts receivable
|
86.9
|
|
|
|
|
|
|
|
|
Prepaid expenses and other current assets
|
8.3
|
|
|
|
|
|
(l)
|
|
|
Deferred costs
|
6.6
|
|
|
|
|
|
|
|
|
Income tax receivable
|
3.9
|
|
|
|
|
|
|
|
|
Related party receivable
|
—
|
|
|
|
|
|
|
|
|
Total current assets
|
148.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Property and equipment, net
|
23.3
|
|
|
|
|
|
|
|
|
Operating lease right-of-use assets, net
|
36.8
|
|
|
|
|
|
|
|
|
Other assets:
|
|
|
|
|
|
|
|
||
Intangible assets, net
|
370.6
|
|
|
|
|
|
|
|
|
Goodwill
|
966.8
|
|
|
|
|
|
|
|
|
Deferred costs, net of current portion
|
16.2
|
|
|
|
|
|
|
|
|
Total assets
|
1,561.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Liabilities, Series A Preferred Units,
and Equity
|
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
|
||
Accounts payable
|
7.9
|
|
|
|
|
|
|
|
|
Accrued expenses and other current liabilities
|
62.2
|
|
|
|
|
|
|
|
|
Unearned revenue, current portion
|
157.7
|
|
|
|
|
|
|
|
|
Income taxes payable
|
0.5
|
|
|
|
|
|
|
|
|
Related party payable
|
0.7
|
|
|
|
|
|
|
|
|
Current portion of lease liabilities
|
4.0
|
|
|
|
|
|
|
|
|
Current portion of long-term debt
|
8.7
|
|
|
|
|
|
(k)
|
|
|
Total current liabilities
|
241.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Unearned revenue, net of current portion
|
1.4
|
|
|
|
|
|
|
|
|
Operating lease liabilities, net of current portion
|
40.7
|
|
|
|
|
|
(k)
|
|
|
Long-term debt, net of current portion
|
1,194.6
|
|
|
|
|
|
|
|
|
Deferred tax liabilities
|
82.8
|
|
|
|
|
|
|
|
|
Liabilities under the tax receivable agreement
|
—
|
|
|
|
|
|
|
|
|
Other long-term liabilities
|
14.3
|
|
|
|
|
|
|
|
|
Total liabilities
|
1,575.5
|
|
|
|
|
|
|
|
|
|
|
Pro Forma Adjustments
|
|
|
||||
|
ZoomInfo OpCo
|
|
Reorganization Transactions
|
|
Offering Transactions
|
|
Pro Forma
Consolidated
|
||
|
|
|
|
|
|
|
|
||
Series A Preferred Units
|
200.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Members’ equity (deficit)
|
(207.8
|
)
|
|
|
(j)
|
|
|
|
|
Class A common stock, par value $0.01 per share
|
—
|
|
|
|
(j)
|
|
|
|
|
Class B common stock, par value $0.01 per share
|
—
|
|
|
|
|
|
|
|
|
Additional paid-in capital
|
—
|
|
|
|
(h)(i)(j)
|
|
(k)(l)
|
|
|
Retained earnings (accumulated deficit)
|
—
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income (loss)
|
(6.0
|
)
|
|
|
|
|
|
|
|
Non-controlling interest
|
—
|
|
|
|
(j)
|
|
(k)(l)
|
|
|
Total equity
|
(213.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Total liabilities, Series A Preferred Units, and Members' Deficit
|
$
|
1,561.9
|
|
|
$
|
|
$
|
|
$
|
(a)
|
ZoomInfo Technologies Inc. was formed on November 14, 2019, and will have no results of operations until the completion of this offering. Therefore, its historical results of operations are not shown in a separate column in the unaudited pro forma combined and consolidated statement of operations.
|
(b)
|
Pre-Acquisition ZI’s financial statements presented in the unaudited pro forma combined and consolidated statement of operations for the year ended December 31, 2019 reflect the historical results of operations for the period from January 1, 2019 through January 31, 2019. The operating results of Pre-Acquisition ZI from the February 1, 2019 date of the Zoom Information Acquisition have been included in our historical results of operations for the year ended December 31, 2019. Certain reclassifications have been made to align the financials of Pre-Acquisition ZI to those of ZoomInfo OpCo as follows:
|
($ in millions)
|
Pre-Acquisition ZI
|
|
Reclassifications
|
|
Pre-Acquisition ZI as Adjusted
|
||||||
Cost of service / revenue
|
$
|
0.9
|
|
|
$
|
(0.6
|
)
|
|
$
|
0.3
|
|
Amortization of acquired technology
|
—
|
|
|
0.6
|
|
|
0.6
|
|
|||
|
|
|
|
|
|
|
|||||
Sales and marketing
|
3.3
|
|
|
0.2
|
|
|
3.5
|
|
|||
Research and development
|
1.7
|
|
|
—
|
|
|
1.7
|
|
|||
General and administrative
|
1.6
|
|
|
0.1
|
|
|
1.7
|
|
|||
Depreciation and amortization
|
0.5
|
|
|
(0.5
|
)
|
|
—
|
|
|||
Amortization of other acquired intangibles
|
|
|
0.2
|
|
|
0.2
|
|
(c)
|
In accordance with the rules of Article 11 of Regulation S-X, the following pro forma adjustments were made relating to the Zoom Information Acquisition:
|
(1)
|
The adjustment to revenue represents the removal of the amortization of fair value adjustments to historical Pre-Acquisition ZI’s unearned revenue. The amortization is removed because it will not have a continuing impact on the financial results of the combined company.
|
(2)
|
The adjustment to amortization of acquired technology and amortization of intangible assets represents the incremental amortization expense resulting from the allocation of purchase consideration to definitive-lived intangible assets subject to amortization.
|
(3)
|
Operating expenses were adjusted to recognize an increase in depreciation expense resulting from the fair value adjustments to acquired property and equipment.
|
(4)
|
The adjustment to interest expense reflects (x) the elimination of interest expense incurred by Pre-Acquisition ZI related to the long-term debt included in Pre-Acquisition ZI’s historical financial statements, which was paid in full at the time of the Zoom Information Acquisition, and (y) the addition of interest expense as a result of borrowing $865 million under our first lien term loan facility and $370 million under our second lien term loan facility associated with the acquisition of Pre-Acquisition ZI and a refinancing of the term loans included in ZoomInfo OpCo’s historical financial statements, as if the borrowings had occurred on January 1, 2019. Borrowings under our first lien term loan facility bear interest at LIBOR plus the applicable rate of 4.5% and borrowings under our second lien term loan facility bear interest at LIBOR plus the applicable rate of 8.5%. If the interest rates differed from the rates used in the pro forma interest expense by 0.125%, the pro forma interest expense adjustment would have increased or decreased by approximately $130,000.
|
(5)
|
Direct, incremental transaction costs related to the Zoom Information Acquisition, which are reflected in our consolidated results of operations for the year ended December 31, 2019, are removed from restructuring and transaction related expenses as they will not have a continuing impact on the financial results of the combined company.
|
(d)
|
ZoomInfo OpCo is a limited liability company and is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a result, it is not liable for U.S. federal or state and local income taxes in most jurisdictions in which we operate, and the income, expenses, gains and losses are reported on the returns of its members. It is subject to local income tax in certain jurisdictions in which it is not treated like a partnership, where it pays income taxes. Upon completion of the Reorganization Transactions, ZoomInfo Technologies Inc. will be subject to U.S. federal income taxes, in addition to state and local taxes, with respect to our allocable share of any net taxable income of ZoomInfo OpCo, which will result in higher income taxes. As a result, the unaudited pro forma combined and consolidated statement of operations reflects an adjustment to our provision for corporate income taxes to reflect an effective rate of 26.7%, which includes provision for U.S. federal income taxes and assumes the highest statutory rates apportioned to each state and local jurisdiction.
|
(e)
|
Upon completion of the Reorganization Transactions, ZoomInfo Technologies Inc. will become the sole managing member of ZoomInfo HoldCo which in turn will become the sole managing member of ZoomInfo OpCo. As a result of the Offering Transactions, ZoomInfo Technologies Inc. will own approximately % of the economic interest in ZoomInfo HoldCo, but will have 100% of the voting power and control the management of ZoomInfo HoldCo, and ZoomInfo HoldCo will own approximately % of the economic interest in ZoomInfo OpCo, but will have 100% of the voting power and control the management of ZoomInfo OpCo. Immediately following this offering, the ownership percentage held by the non-controlling interest will be approximately %. Net loss attributable to the non-controlling interest will represent approximately % of the net loss before the provision for income taxes. These amounts have been determined based on an assumption that the underwriters’ option to purchase additional shares of Class A common stock is not exercised. If the underwriters’ option to purchase additional shares of Class A common stock is exercised, the ownership percentage held by the non-controlling interest would decrease to %.
|
(f)
|
The basic and diluted pro forma net loss per share of Class A common stock represents net loss attributable to ZoomInfo Technologies Inc. divided by the combination of million shares of Class A common stock owned by the Blocker Companies after giving effect to the Reorganization Transactions and approximately million shares of Class A common stock sold in this offering, representing only those shares whose proceeds will be used to repay debt under the second lien term loan facility (including related prepayment premiums and accrued interest), based on the initial public offering price of $ per share, which is the midpoint of the range on the front cover of this prospectus, after deducting the underwriting discount. See “Use of Proceeds.”
|
(g)
|
The shares of Class B common stock do not share in our earnings and are therefore not included in the weighted-average shares outstanding or net loss per share.
|
(h)
|
Following the Reorganization Transactions, we will be subject to U.S. federal income taxes, in addition to state and local taxes, with respect to our allocable share of any net taxable income of ZoomInfo OpCo, which will result in higher income taxes. As a result, the pro forma balance sheet reflects an adjustment to our taxes assuming the federal rates currently in effect and the highest statutory rates apportioned to each state and local jurisdiction.
|
(i)
|
Prior to the completion of this offering, we will enter into a tax receivable agreement with our pre-IPO owners that provides for the payment by ZoomInfo Technologies Inc. to such pre-IPO owners of 85% of the benefits, if any, that ZoomInfo Technologies Inc. is deemed to realize (calculated using certain assumptions) as a result of (i) ZoomInfo Technologies Inc.’s allocable share of existing tax basis acquired in this offering, (ii) increases in ZoomInfo Technologies Inc.’s allocable share of existing tax basis and tax basis adjustments that will increase the tax basis of the tangible and intangible assets of ZoomInfo Technologies Inc. as a result of sales or exchanges of LLC Units for shares of Class A common stock after this offering and (iii) ZoomInfo Technologies Inc.’s utilization of certain tax attributes of the Blocker Companies (including the Blocker Companies’ allocable share of existing tax basis), and certain other tax benefits, including tax benefits attributable to payments under the tax receivable agreement. See “Certain Relationships and Related Person Transactions—Tax Receivable Agreement.” The tax receivable agreement will be accounted for as a contingent liability, with amounts accrued when considered probable and reasonably estimable. Although no exchanges of LLC Units are expected to occur as part of the Offering Transactions, we have recorded adjustments relating to the items described in clauses (i) and (iii) above, as follows:
|
(1)
|
We will record an increase of $ million in deferred tax assets (or $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock) related to tax benefits from future deductions attributable to payments under the tax receivable agreement as a result of the Offering Transactions. To the extent we estimate that we will not realize the full benefit represented by the deferred tax assets, based on an analysis of expected future earnings, we will reduce deferred tax assets with a valuation allowance;
|
(2)
|
We will record $ million in liabilities under the tax receivable agreement (or $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock) based on our estimate of the aggregate amount that we will pay to the pre-IPO owners under the tax receivable agreement as a result of the Offering Transactions;
|
(3)
|
We will record to additional paid-in capital of $ million, which is equal to the difference between the increase in deferred tax assets and the increase in liabilities under the tax receivable agreement as a result of the Offering Transactions.
|
(j)
|
ZoomInfo OpCo has been, and will continue to be, treated as a partnership for U.S. federal and state income tax purposes. It is subject to local income tax in certain jurisdictions in which it is not treated like a partnership, where it pays income taxes. As such, ZoomInfo OpCo’s profits and losses will flow through to its partners, including ZoomInfo Technologies Inc., and are generally not subject to significant entity level taxes at the ZoomInfo OpCo level. As described in “Organizational Structure,” upon completion of the Reorganization Transactions, ZoomInfo Technologies Inc. will become the sole managing member of ZoomInfo HoldCo which in turn will become the sole managing member of ZoomInfo OpCo. As a result of the Reorganization Transactions, ZoomInfo Technologies Inc. will initially own approximately % of the economic interest of ZoomInfo HoldCo, but will have 100% of the voting power and will control the management of ZoomInfo HoldCo, and ZoomInfo HoldCo will initially own approximately % of the economic interest of ZoomInfo OpCo, but will have 100% of the voting power and will control the management of ZoomInfo OpCo. Immediately following the completion of the Reorganization Transactions, the ownership percentage held by the non-controlling interest will be %.
|
(k)
|
We estimate that the proceeds to ZoomInfo Technologies Inc. from this offering will be approximately $ million (or $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock), based on an assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, after deducting the assumed underwriting discount and estimated offering expenses. ZoomInfo OpCo expects to use the proceeds it receives through ZoomInfo HoldCo from this offering (i) to redeem and cancel all outstanding Series A Preferred Units for approximately $ million, including accumulated but unpaid distributions and related prepayment premiums; (ii) to repay approximately $ million aggregate principal amount of our second lien term loans, including prepayment premiums and accrued interest; and (iii) for general corporate purposes. We will only retain the net proceeds that are used to purchase newly issued HoldCo Units from ZoomInfo HoldCo which will, in turn, be used to purchase newly issued LLC Units from ZoomInfo OpCo. We will not retain any of the net proceeds used to purchase LLC Units from Pre-IPO LLC Unitholders or to fund merger consideration for the Blocker Mergers. See “Use of Proceeds” and “Certain Relationships and Related Person Transactions—Purchase of LLC Units.”
|
(l)
|
We are deferring the direct costs associated with this offering. These costs primarily represent legal, accounting and other direct costs and are recorded in prepaid expenses and other current assets in our consolidated balance sheet. Upon completion of this offering, these deferred costs will be charged against the proceeds from this offering as a reduction of additional paid-in capital.
|
|
Year Ended December 31,
|
||||||
($ in millions)
|
2018
|
|
2019
|
||||
Statements of Operations Data:
|
|
|
|
||||
Revenue
|
$
|
144.3
|
|
|
$
|
293.3
|
|
Cost of service (1)
|
30.1
|
|
|
43.6
|
|
||
Amortization of acquired technology
|
7.7
|
|
|
25.0
|
|
||
Gross profit
|
106.5
|
|
|
224.7
|
|
||
|
|
|
|
||||
Operating expenses:
|
|
|
|
||||
Sales and marketing (1)
|
42.4
|
|
|
90.2
|
|
||
Research and development (1)
|
6.1
|
|
|
30.1
|
|
||
General and administrative (1)
|
20.8
|
|
|
35.1
|
|
||
Amortization of other acquired intangibles
|
7.0
|
|
|
17.6
|
|
||
Restructuring and transaction related expenses
|
3.6
|
|
|
15.6
|
|
||
Total operating expenses
|
79.9
|
|
|
188.6
|
|
||
Income from operations
|
26.6
|
|
|
36.1
|
|
||
|
|
|
|
||||
Interest expense, net
|
58.2
|
|
|
102.4
|
|
||
Loss on debt extinguishment
|
—
|
|
|
18.2
|
|
||
Other (income) expenses, net
|
(0.1
|
)
|
|
—
|
|
||
Income (loss) before income taxes
|
(31.5
|
)
|
|
(84.5
|
)
|
||
|
|
|
|
||||
Benefit from income taxes
|
2.9
|
|
|
6.5
|
|
||
Net income (loss)
|
$
|
(28.6
|
)
|
|
$
|
(78.0
|
)
|
Pro forma:
|
|
|
|
||||
Net loss and per share information (unaudited)
|
|
|
|
||||
Provision for income taxes
|
|
|
|
||||
Net loss
|
|
|
|
||||
Basic and diluted net loss per share
|
|
|
|
||||
Weighted average shares outstanding - basic and diluted
|
|
|
|
||||
|
|
|
|
||||
Balance Sheet Data (at period end):
|
|
|
|
||||
Cash and cash equivalents
|
$
|
9.0
|
|
|
$
|
41.4
|
|
Total assets
|
591.0
|
|
|
1,561.9
|
|
||
Long-term debt (including current portion)
|
633.7
|
|
|
1,203.3
|
|
||
Total liabilities
|
710.1
|
|
|
1,575.5
|
|
||
Temporary equity
|
—
|
|
|
200.2
|
|
||
Permanent equity
|
(119.1
|
)
|
|
(213.8
|
)
|
||
|
|
|
|
||||
Statements of Cash Flows Data:
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
43.8
|
|
|
$
|
44.4
|
|
Net cash used in investing activities
|
(13.1
|
)
|
|
(736.7
|
)
|
||
Net cash provided by (used in) financing activities
|
(29.9
|
)
|
|
725.8
|
|
(1)
|
Includes equity-based compensation expense, as follows:
|
|
Year Ended December 31,
|
||||||
($ in millions)
|
2018
|
|
2019
|
||||
Cost of service
|
$
|
8.3
|
|
|
$
|
4.0
|
|
Sales and marketing
|
15.8
|
|
|
11.2
|
|
||
Research and development
|
1.1
|
|
|
4.7
|
|
||
General and administrative
|
7.5
|
|
|
5.2
|
|
||
Total equity-based compensation expense
|
$
|
32.7
|
|
|
$
|
25.1
|
|
|
Year Ended December 31,
|
||||||
($ in millions)
|
2018
|
|
2019
|
||||
Revenue
|
$
|
144.3
|
|
|
$
|
293.3
|
|
Impact of fair value adjustments to acquired unearned revenue(a)
|
2.9
|
|
|
32.2
|
|
||
Pre-Acquisition ZI revenue(b)
|
72.5
|
|
|
9.7
|
|
||
Impact of fair value adjustments to acquired unearned revenue recorded by Pre-Acquisition ZI(c)
|
14.6
|
|
|
0.1
|
|
||
Pre-acquisition revenue of other acquired companies(d)
|
6.9
|
|
|
0.6
|
|
||
Allocated Combined Receipts
|
$
|
241.2
|
|
|
$
|
336.0
|
|
Growth
|
|
|
39
|
%
|
(a)
|
Represents the impact of fair value adjustments to acquired unearned revenue relating to services billed by an acquired company, including Pre-Acquisition ZI, prior to our acquisition of that company. These adjustments represent the difference between the revenue recognized based
|
(b)
|
Figures include revenue recognized by Pre-Acquisition ZI for the periods prior to our acquisition of Pre-Acquisition ZI.
|
(c)
|
Primarily represents the impact of fair value adjustments to acquired unearned revenue relating to services billed by a predecessor entity, prior to the acquisition of that predecessor entity by Pre-Acquisition ZI. These adjustments represent the difference between the revenue recognized based on Pre-Acquisition ZI management’s estimate of fair value of acquired unearned revenue and the receipts billed prior to the acquisition less revenue recognized prior to the acquisition.
|
(d)
|
We acquired the assets of NeverBounce in September 2018. Additionally, Pre-Acquisition ZI acquired Datanyze in September 2018, and Komiko in October 2019. Figures include revenue recognized by these entities for the periods presented prior to their respective acquisitions.
|
|
Year Ended December 31,
|
||||||
($ in millions)
|
2018
|
|
2019
|
||||
Net loss
|
$
|
(28.6
|
)
|
|
$
|
(78.0
|
)
|
Provision for taxes
|
(2.9
|
)
|
|
(6.5
|
)
|
||
Interest expense, net
|
58.2
|
|
|
102.4
|
|
||
Loss on debt extinguishment
|
—
|
|
|
18.2
|
|
||
Other (income) expense, net(a)
|
(0.1
|
)
|
|
—
|
|
||
Income from operations
|
26.6
|
|
|
36.1
|
|
||
Impact of fair value adjustments to acquired unearned revenue(b)
|
2.9
|
|
|
32.2
|
|
||
Amortization of acquired technology
|
7.7
|
|
|
25.0
|
|
||
Amortization of other acquired intangibles
|
7.0
|
|
|
17.6
|
|
||
Equity-based compensation
|
32.7
|
|
|
25.1
|
|
||
Restructuring and transaction-related expenses(c)
|
3.6
|
|
|
15.6
|
|
||
Integration costs and acquisition-related compensation(d)
|
3.2
|
|
|
15.5
|
|
||
Adjusted Operating Income
|
$
|
83.6
|
|
|
$
|
167.1
|
|
(a)
|
Primarily represents foreign exchange remeasurement gains and losses.
|
(b)
|
Represents the impact of fair value adjustments to acquired unearned revenue relating to services billed by an acquired company, including Pre-Acquisition ZI, prior to our acquisition of that company. These adjustments represent the difference between the revenue recognized based on management’s estimate of fair value of acquired unearned revenue and the receipts billed prior to the acquisition less revenue recognized prior to the acquisition.
|
(c)
|
Represents costs directly associated with acquisition or disposal activities, including employee severance and termination benefits, contract termination fees and penalties, and other exit or disposal costs. For the year ended December 31, 2019, this expense related primarily to the acquisition of Pre-Acquisition ZI, including professional fees, severance and acceleration of payments for terminated employees, and accretion related to deferred consideration. For the year ended December 31, 2018, this expense related primarily to Carlyle’s investment in us.
|
(d)
|
Represents costs directly associated with integration activities for acquisitions and acquisition-related compensation, which includes transaction bonuses and retention awards. For the year ended December 31, 2019, this expense related primarily to activities resulting from the acquisition of Pre-Acquisition ZI, including consulting and professional services costs, cash vesting payments (see Note 4 – Business Combinations to our audited consolidated financial statement included elsewhere in this prospectus), and transaction bonuses and other compensation, as well as expense related to retention awards grants from the Company’s acquisitions of RainKing, NeverBounce, and Komiko. For the year ended December 31, 2018, these expenses related primarily to retention awards related to our acquisition of RainKing and transaction bonuses related to Carlyle’s investment in us.
|
|
Year Ended December 31,
|
||||||
($ in millions)
|
2018
|
|
2019
|
||||
Adjusted Operating Income
|
$
|
83.6
|
|
|
$
|
167.1
|
|
|
|
|
|
||||
Revenue
|
144.3
|
|
|
293.3
|
|
||
Impact of fair value adjustments to acquired unearned revenue
|
2.9
|
|
|
32.2
|
|
||
Revenue for adjusted operating margin calculation
|
147.2
|
|
|
325.6
|
|
||
Adjusted Operating Income Margin
|
57
|
%
|
|
51
|
%
|
|
Year Ended December 31,
|
||||||
($ in millions)
|
2018
|
|
2019
|
||||
Net loss
|
$
|
(28.6
|
)
|
|
$
|
(78.0
|
)
|
Interest expense, net
|
58.2
|
|
|
102.4
|
|
||
Loss on debt extinguishment
|
—
|
|
|
18.2
|
|
||
Provision for taxes
|
(2.9
|
)
|
|
(6.5
|
)
|
||
Depreciation and amortization
|
2.6
|
|
|
6.1
|
|
||
Amortization of acquired technology
|
7.7
|
|
|
25.0
|
|
||
Amortization of other acquired intangibles
|
7.0
|
|
|
17.6
|
|
||
EBITDA
|
43.9
|
|
|
84.8
|
|
||
Other (income) expense, net(a)
|
(0.1
|
)
|
|
—
|
|
||
Impact of fair value adjustments to acquired unearned revenue(b)
|
2.9
|
|
|
32.2
|
|
||
Equity compensation
|
32.7
|
|
|
25.1
|
|
||
Restructuring and transaction-related expenses(c)
|
3.6
|
|
|
15.6
|
|
||
Integration costs and transaction-related compensation(d)
|
3.2
|
|
|
15.5
|
|
||
Adjusted EBITDA
|
$
|
86.2
|
|
|
$
|
173.2
|
|
(a)
|
Primarily represents foreign exchange remeasurement gains and losses.
|
(b)
|
Represents the impact of fair value adjustments to acquired unearned revenue relating to services billed by an acquired company prior to its acquisition. These adjustments represent the difference between the revenue recognized based on management’s estimate of fair value of acquired unearned revenue and the receipts billed prior to the acquisition less revenue recognized prior to the acquisition.
|
(c)
|
Represents costs directly associated with acquisition or disposal activities, including employee severance and termination benefits, contract termination fees and penalties, and other exit or disposal costs. For the year ended December 31, 2019, this expense related primarily to the acquisition of Pre-Acquisition ZI, including professional fees, severance and acceleration of payments for terminated employees, and accretion related to deferred consideration. For the yearended December 31, 2018, this expense related primarily to Carlyle’s investment in us.
|
(d)
|
Represents costs directly associated with integration activities for acquisitions and acquisition-related compensation, which includes transaction bonuses and retention awards. For the year ended December 31, 2019, this expense related primarily to activities resulting from the acquisition of Pre-Acquisition ZI, including consulting and professional services costs, cash vesting payments (see Note 4 — Business Combinations to our audited consolidated financial statement included elsewhere in this prospectus), and transaction bonuses and other compensation, as well as expense related to retention awards grants from our prior acquisitions of RainKing and NeverBounce. For the year ended December 31, 2018, these expenses related primarily to retention awards related to our acquisition of RainKing and transaction bonuses related to Carlyle’s investment in us.
|
|
Year Ended December 31,
|
||||||
($ in millions)
|
2018
|
|
2019
|
||||
Revenue
|
$
|
144.3
|
|
|
$
|
293.3
|
|
|
|
|
|
||||
Cost of service:
|
|
|
|
||||
Cost of service(1)
|
30.1
|
|
|
43.6
|
|
||
Amortization of acquired technology
|
7.7
|
|
|
25.0
|
|
||
Gross profit
|
106.4
|
|
|
224.7
|
|
||
|
|
|
|
||||
Operating expenses:
|
|
|
|
||||
Sales and marketing(1)
|
42.4
|
|
|
90.2
|
|
||
Research and development(1)
|
6.1
|
|
|
30.1
|
|
||
General and administrative(1)
|
20.8
|
|
|
35.1
|
|
||
Amortization of other acquired intangibles
|
7.0
|
|
|
17.6
|
|
||
Restructuring and transaction-related expenses
|
3.6
|
|
|
15.6
|
|
||
Total operating expenses
|
79.9
|
|
|
188.6
|
|
||
Income from operations
|
26.6
|
|
|
36.1
|
|
||
|
|
|
|
||||
Interest expense, net
|
58.2
|
|
|
102.4
|
|
||
Loss on debt extinguishment
|
—
|
|
|
18.2
|
|
||
Other (income) expense, net
|
(0.1
|
)
|
|
—
|
|
||
Loss before income taxes
|
(31.5
|
)
|
|
(84.5
|
)
|
||
Benefit from income taxes
|
2.9
|
|
|
6.5
|
|
||
Net loss
|
$
|
(28.6
|
)
|
|
$
|
(78.0
|
)
|
(1)
|
Includes equity-based compensation expense as follows:
|
|
Year Ended December 31,
|
||||||
($ in millions)
|
2018
|
|
2019
|
||||
Cost of service
|
$
|
8.3
|
|
|
$
|
4.0
|
|
Sales and marketing
|
15.8
|
|
|
11.2
|
|
||
Research and development
|
1.1
|
|
|
4.7
|
|
||
General and administrative
|
7.5
|
|
|
5.2
|
|
||
Total equity-based compensation expense
|
$
|
32.7
|
|
|
$
|
25.1
|
|
•
|
an increase in sales and marketing expense of $47.8 million, or 113%, to $90.2 million for the year ended December 31, 2019, due primarily to additional sales and marketing resources added through the acquisition and additional hiring to drive continued incremental sales;
|
•
|
an increase in research and development expense by $24.0 million, or 392%, to $30.1 million for the year ended December 31, 2019, due primarily to additional engineering and product management resources added through the acquisition of Pre-Acquisition ZI;
|
•
|
an increase in general and administrative expense by $14.4 million, or 69%, to $35.1 million for the year ended December 31, 2019, due primarily to additional resources added through the acquisition of Pre-Acquisition ZI and additional hiring to support the larger organization;
|
•
|
an increase in amortization of acquired intangibles expense by $10.6 million, or 152%, to $17.6 million for the year ended December 31, 2019, due to additional amortization expense related to intangible assets acquired in purchase of Pre-Acquisition ZI; and
|
•
|
an increase in restructuring and transaction-related expenses expense by $12.0 million or 334%, to $15.6 million for the year ended December 31, 2019, due to expenses incurred in completing the acquisition of Pre-Acquisition ZI and restructuring activities undertaken as part of and after the acquisition to rationalize certain research, engineering and general and administrative activities, offset by restructuring and transaction-related expenses in the year ended December 31, 2018 related to the investment in DiscoverOrg Holdings, LLC by Carlyle and the NeverBounce acquisition that did not recur.
|
|
Three Months Ended
|
||||||||||||||||||||||
|
March 31, 2018
|
|
June 30, 2018
|
|
September 30, 2018
|
|
December 31,
2018
|
|
March 31, 2019
|
|
June 30, 2019
|
|
September 30, 2019
|
|
December 31, 2019
|
||||||||
|
(in millions)
|
||||||||||||||||||||||
Revenue
|
31.5
|
|
|
34.6
|
|
|
37.4
|
|
|
40.8
|
|
|
54.6
|
|
|
68.5
|
|
|
79.1
|
|
|
91.1
|
|
Gross profit
|
20.7
|
|
|
24.8
|
|
|
29.4
|
|
|
31.7
|
|
|
39.9
|
|
|
50.9
|
|
|
61.3
|
|
|
72.6
|
|
Income (loss) from operations
|
(4.4
|
)
|
|
3.9
|
|
|
13.5
|
|
|
13.6
|
|
|
(1.8
|
)
|
|
5.6
|
|
|
13.1
|
|
|
19.2
|
|
Net income (loss)
|
(16.3
|
)
|
|
(10.5
|
)
|
|
(1.5
|
)
|
|
(0.3
|
)
|
|
(40.2
|
)
|
|
(19.9
|
)
|
|
(12.4
|
)
|
|
(5.5
|
)
|
|
Three Months Ended
|
||||||||||||||||||||||
|
March 31, 2018
|
|
June 30, 2018
|
|
September 30, 2018
|
|
December 31, 2018
|
|
March 31, 2019
|
|
June 30, 2019
|
|
September 30, 2019
|
|
December 31, 2019
|
||||||||
|
(in millions)
|
||||||||||||||||||||||
Revenue
|
31.5
|
|
|
34.6
|
|
|
37.4
|
|
|
40.8
|
|
|
54.6
|
|
|
68.5
|
|
|
79.1
|
|
|
91.1
|
|
Impact of fair value adjustments to acquired unearned revenue(a)
|
1.2
|
|
|
0.8
|
|
|
0.5
|
|
|
0.4
|
|
|
8.5
|
|
|
10.7
|
|
|
8.1
|
|
|
4.9
|
|
Pre-Acquisition ZI revenue(b)
|
11.7
|
|
|
14.2
|
|
|
19.9
|
|
|
26.7
|
|
|
9.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Impact of fair value adjustments to acquired unearned revenue recorded by Pre-Acquisition ZI(c)
|
5.9
|
|
|
5.9
|
|
|
2.6
|
|
|
0.3
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Pre-acquisition revenue of other acquired companies(d)
|
2.3
|
|
|
2.4
|
|
|
2.1
|
|
|
0.2
|
|
|
0.2
|
|
|
0.2
|
|
|
0.2
|
|
|
—
|
|
Allocated Combined Receipts
|
52.7
|
|
|
57.8
|
|
|
62.4
|
|
|
68.3
|
|
|
73.1
|
|
|
79.4
|
|
|
87.4
|
|
|
96.1
|
|
(a)
|
Represents the impact of fair value adjustments to acquired unearned revenue relating to services billed by an acquired company, including Pre-Acquisition ZI, prior to our acquisition of that company. These adjustments represent the difference between the revenue recognized based on management’s estimate of fair value of acquired unearned revenue and the receipts billed prior to the acquisition less revenue recognized prior to the acquisition.
|
(b)
|
Figures include revenue recognized by Pre-Acquisition ZI for the periods prior to our acquisition of Pre-Acquisition ZI.
|
(c)
|
Primarily represents the impact of fair value adjustments to acquired unearned revenue relating to services billed by a predecessor entity, prior to the acquisition of that predecessor entity by Pre-Acquisition ZI. These adjustments represent the difference between the revenue recognized based on Pre-Acquisition ZI management’s estimate of fair value of acquired unearned revenue and the receipts billed prior to the acquisition less revenue recognized prior to the acquisition.
|
(d)
|
We acquired the assets of NeverBounce in September 2018. Additionally, Pre-Acquisition ZI acquired Datanyze in September 2018, and Komiko in October 2019. Figures include revenue recognized by these entities for the periods presented prior to their respective acquisitions.
|
|
Three Months Ended
|
||||||||||||||||||||||
|
March 31, 2018
|
|
June 30, 2018
|
|
September 30, 2018
|
|
December 31, 2018
|
|
March 31, 2019
|
|
June 30, 2019
|
|
September 30, 2019
|
|
December 31, 2019
|
||||||||
|
(in millions)
|
||||||||||||||||||||||
Net loss
|
(16.3
|
)
|
|
(10.5
|
)
|
|
(1.5
|
)
|
|
(0.3
|
)
|
|
(40.2
|
)
|
|
(19.9
|
)
|
|
(12.4
|
)
|
|
(5.5
|
)
|
Provision for taxes
|
(0.8
|
)
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
(1.7
|
)
|
|
(3.3
|
)
|
|
(1.4
|
)
|
|
(1.0
|
)
|
|
(0.8
|
)
|
Interest expense, net
|
12.8
|
|
|
14.7
|
|
|
15.1
|
|
|
15.6
|
|
|
23.5
|
|
|
26.9
|
|
|
26.5
|
|
|
25.6
|
|
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other (income) expense, net(a)
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
Income from operations
|
(4.4
|
)
|
|
3.9
|
|
|
13.5
|
|
|
13.6
|
|
|
(1.8
|
)
|
|
5.6
|
|
|
13.1
|
|
|
19.2
|
|
Impact of fair value adjustments to acquired unearned revenue(b)
|
1.2
|
|
|
0.8
|
|
|
0.5
|
|
|
0.4
|
|
|
8.5
|
|
|
10.7
|
|
|
8.1
|
|
|
4.9
|
|
Amortization of acquired technology
|
1.9
|
|
|
1.9
|
|
|
1.9
|
|
|
2.0
|
|
|
5.6
|
|
|
7.4
|
|
|
6.7
|
|
|
5.5
|
|
Amortization of other acquired intangibles
|
1.7
|
|
|
1.7
|
|
|
1.8
|
|
|
1.7
|
|
|
3.7
|
|
|
4.6
|
|
|
4.6
|
|
|
4.6
|
|
Equity-based compensation
|
15.3
|
|
|
10.8
|
|
|
3.2
|
|
|
3.4
|
|
|
5.6
|
|
|
6.0
|
|
|
5.6
|
|
|
8.0
|
|
Restructuring and transaction-related expenses(c)
|
0.7
|
|
|
0.5
|
|
|
0.4
|
|
|
2.0
|
|
|
7.8
|
|
|
1.3
|
|
|
2.8
|
|
|
3.8
|
|
Integration costs and acquisition-related compensation(d)
|
1.4
|
|
|
0.8
|
|
|
0.7
|
|
|
0.3
|
|
|
2.4
|
|
|
5.8
|
|
|
6.1
|
|
|
1.2
|
|
Adjusted Operating Income
|
17.7
|
|
|
20.4
|
|
|
22.0
|
|
|
23.5
|
|
|
31.7
|
|
|
41.3
|
|
|
47.0
|
|
|
47.2
|
|
(a)
|
Primarily represents foreign exchange remeasurement gains and losses.
|
(b)
|
Represents the impact of fair value adjustments to acquired unearned revenue relating to services billed by an acquired company, including Pre-Acquisition ZI, prior to our acquisition of that company. These adjustments represent the difference between the revenue recognized based on management’s estimate of fair value of acquired unearned revenue and the receipts billed prior to the acquisition less revenue recognized prior to the acquisition.
|
(c)
|
Represents costs directly associated with acquisition or disposal activities, including employee severance and termination benefits, contract termination fees and penalties, and other exit or disposal costs. For the year ended December 31, 2019, this expense related primarily to the acquisition of Pre-Acquisition ZI, including professional fees, severance and acceleration of payments for terminated employees, and accretion related to deferred consideration. For the year ended December 31, 2018, this expense related primarily to Carlyle’s investment in us.
|
(d)
|
Represents costs directly associated with integration activities for acquisitions and acquisition-related compensation, which includes transaction bonuses and retention awards. For the year ended December 31, 2019, this expense related primarily to activities resulting from the acquisition of Pre-Acquisition ZI, including consulting and professional services costs, cash vesting payments (see Note 4 – Business Combinations to our audited consolidated financial statement included elsewhere in this prospectus), and transaction bonuses and other compensation, as well as expense related to retention awards grants from the Company’s acquisitions of RainKing, NeverBounce, and Komiko. For the year ended December 31, 2018, these expenses related primarily to retention awards related to our acquisition of RainKing and transaction bonuses related to Carlyle’s investment in us.
|
|
Three Months Ended
|
||||||||||||||||||||||
|
March 31, 2018
|
|
June 30, 2018
|
|
September 30, 2018
|
|
December 31, 2018
|
|
March 31, 2019
|
|
June 30, 2019
|
|
September 30, 2019
|
|
December 31, 2019
|
||||||||
|
(in millions)
|
||||||||||||||||||||||
Adjusted Operating Income
|
17.7
|
|
|
20.4
|
|
|
22.0
|
|
|
23.5
|
|
|
31.7
|
|
|
41.3
|
|
|
47.0
|
|
|
47.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
31.5
|
|
|
34.6
|
|
|
37.4
|
|
|
40.8
|
|
|
54.6
|
|
|
68.5
|
|
|
79.1
|
|
|
91.1
|
|
Impact of fair value adjustments to acquired unearned revenue
|
1.2
|
|
|
0.8
|
|
|
0.5
|
|
|
0.4
|
|
|
8.5
|
|
|
10.7
|
|
|
8.1
|
|
|
4.9
|
|
Revenue for adjusted operating margin calculation
|
32.8
|
|
|
35.4
|
|
|
37.9
|
|
|
41.2
|
|
|
63.1
|
|
|
79.2
|
|
|
87.2
|
|
|
96.1
|
|
Adjusted Operating Income Margin
|
54.0
|
%
|
|
58.0
|
%
|
|
58.0
|
%
|
|
57.0
|
%
|
|
50.0
|
%
|
|
52.0
|
%
|
|
54.0
|
%
|
|
49.0
|
%
|
|
As of
|
||||||||||||||||||||||
|
March 31, 2018
|
|
June 30, 2018
|
|
September 30, 2018
|
|
December 31, 2018
|
|
March 31, 2019
|
|
June 30, 2019
|
|
September 30, 2019
|
|
December 31, 2019
|
||||||||
|
(in millions)
|
||||||||||||||||||||||
Cash and cash equivalents
|
3.5
|
|
|
5.5
|
|
|
4.4
|
|
|
9.0
|
|
|
68.4
|
|
|
29.0
|
|
|
39.1
|
|
|
41.4
|
|
Total Assets
|
579.0
|
|
|
578.3
|
|
|
582.2
|
|
|
591.0
|
|
|
1,542.2
|
|
|
1,508.0
|
|
|
1,507.4
|
|
|
1,561.9
|
|
Long-term debt (including current portion)
|
622.4
|
|
|
625.9
|
|
|
634.3
|
|
|
633.7
|
|
|
1,206.2
|
|
|
1,205.3
|
|
|
1,204.3
|
|
|
1,203.3
|
|
Unearned revenue (including current portion)
|
44.5
|
|
|
49.8
|
|
|
46.6
|
|
|
52.5
|
|
|
105.3
|
|
|
130.3
|
|
|
133.2
|
|
|
159.1
|
|
Total Liabilities
|
691.6
|
|
|
699.5
|
|
|
704.4
|
|
|
710.1
|
|
|
1,503.6
|
|
|
1,508.5
|
|
|
1,524.4
|
|
|
1,575.5
|
|
|
Three Months Ended
|
||||||||||||||||||||||
|
March 31, 2018
|
|
June 30, 2018
|
|
September 30, 2018
|
|
December 31, 2018
|
|
March 31, 2019
|
|
June 30, 2019
|
|
September 30, 2019
|
|
December 31, 2019
|
||||||||
|
(in millions)
|
||||||||||||||||||||||
Net cash provided by (used in) operating activities(1)
|
11.6
|
|
|
13.0
|
|
|
7.4
|
|
|
11.8
|
|
|
14.2
|
|
|
(5.3
|
)
|
|
18.5
|
|
|
17.0
|
|
Net cash provided by (used in) investing activities
|
(0.9
|
)
|
|
(1.0
|
)
|
|
(9.7
|
)
|
|
(1.5
|
)
|
|
(708.6
|
)
|
|
(12.5
|
)
|
|
(3.1
|
)
|
|
(12.5
|
)
|
Net cash provided by (used in) financing activities
|
(15.4
|
)
|
|
(10.0
|
)
|
|
1.2
|
|
|
(5.7
|
)
|
|
755.0
|
|
|
(21.7
|
)
|
|
(5.3
|
)
|
|
(2.2
|
)
|
(1)
|
Net cash provided by (used in) operating activities includes cash payments for interest as follows:
|
|
Three Months Ended
|
||||||||||||||||||||||
|
March 31, 2018
|
|
June 30, 2018
|
|
September 30, 2018
|
|
December 31, 2018
|
|
March 31, 2019
|
|
June 30, 2019
|
|
September 30, 2019
|
|
December 31, 2019
|
||||||||
Cash paid for interest
|
8.6
|
|
|
10.3
|
|
|
10.3
|
|
|
11.0
|
|
|
5.6
|
|
|
42.1
|
|
|
23.0
|
|
|
24.4
|
|
|
Year Ended December 31,
|
||||||
($ in millions)
|
2018
|
|
2019
|
||||
Net cash provided by (used in) operating activities
|
$
|
43.8
|
|
|
$
|
44.4
|
|
Net cash provided by (used in) investing activities
|
(13.1
|
)
|
|
(736.7
|
)
|
||
Net cash provided by (used in) financing activities
|
(29.9
|
)
|
|
725.8
|
|
||
Net increase (decrease) in cash and cash equivalents
|
$
|
0.8
|
|
|
$
|
33.5
|
|
•
|
Interest paid in cash increased significantly from the year ended December 31, 2018 to the year ended December 31, 2019. This increase primarily related to the additional debt that we incurred to fund the acquisition of Pre-Acquisition ZI on February 1, 2019. We plan to use a portion of the proceeds from this offering to repay a portion of our indebtedness, which would result in our future liquidity increasing due to decreased debt service commitments. See “Use of Proceeds.”
|
•
|
Restructuring and transaction-related expenses increased significantly from the year ended December 31, 2018 to the year ended December 31, 2019. This increase primarily related to the costs incurred to pursue and complete the acquisition of Pre-Acquisition ZI and the related restructuring activities to align the combined organization, which were partially offset by the expenses incurred in 2018 to complete Carlyle’s investment in us, the NeverBounce acquisition, and restructuring activities related to the RainKing acquisition in 2017 that did not recur.
|
•
|
Integration costs and transaction-related compensation increased significantly from the year ended December 31, 2018 to the year ended December 31, 2019. This increase primarily related to the costs incurred to integrate Pre-Acquisition ZI and ongoing costs related to the Vesting Cash Payment Program (see Note 4 to our audited financial statements included elsewhere in this prospectus). The portion of these expenditures relating to the Vesting Cash Payment Program will continue to recur through 2022.
|
|
Year Ended December 31,
|
||||
($ in millions)
|
2018
|
|
2019
|
||
Cash interest expense
|
40.2
|
|
|
95.0
|
|
Restructuring and transaction-related expenses(a)
|
3.6
|
|
|
15.6
|
|
Integration costs and acquisition-related compensation(b)
|
3.2
|
|
|
15.5
|
|
(a)
|
Represents costs directly associated with acquisition or disposal activities, including employee severance and termination benefits, contract termination fees and penalties, and other exit or disposal costs. For the year ended December 31, 2019, this expense related primarily to the acquisition of Pre-Acquisition ZI, including professional fees, severance and acceleration of payments for terminated employees, and accretion related to deferred consideration. For the year ended December 31, 2018, this expense related primarily to Carlyle’s investment in us.
|
(b)
|
Represents costs directly associated with integration activities for acquisitions and acquisition-related compensation, which includes transaction bonuses and retention awards. For the year ended December 31, 2019, this expense related primarily to activities resulting from the acquisition of Pre-Acquisition ZI, including consulting and professional services costs, cash vesting payments (see Note 4 – Business Combinations to our audited consolidated financial statement included elsewhere in this prospectus), and transaction bonuses and other compensation, as well as expense related to retention awards grants from the Company’s acquisitions of RainKing, NeverBounce, and Komiko. For the year ended December 31, 2018, these expenses related primarily to retention awards related to our acquisition of RainKing and transaction bonuses related to Carlyle’s investment in us.
|
|
|
|
Payments due by Period
|
||||||||||||||||
($ in millions)
|
Total
|
|
Less than one year
|
|
One to three years
|
|
Three to five years
|
|
Greater than five years
|
||||||||||
Long-term indebtedness(1)
|
$
|
1,228.3
|
|
|
$
|
8.7
|
|
|
$
|
17.3
|
|
|
$
|
17.3
|
|
|
$
|
1,185.0
|
|
Operating leases(2)
|
58.5
|
|
|
6.7
|
|
|
15.1
|
|
|
14.1
|
|
|
22.7
|
|
|||||
Deferred or contingent consideration(3)
|
35.9
|
|
|
24.9
|
|
|
10.9
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
1,322.7
|
|
|
$
|
40.3
|
|
|
$
|
43.3
|
|
|
$
|
31.4
|
|
|
$
|
1,207.7
|
|
(1)
|
Includes future principal and cash interest payments on long-term indebtedness through the scheduled maturity dates thereof. Indebtedness and interest rate derivatives are discussed in Note 7 - Financing Arrangements and Note 8 - Derivatives and Hedging Activities, respectively to our audited consolidated financial statements included elsewhere in this prospectus. Interest payments for variable rate debt and the associated interest rate derivatives were calculated using interest rates as of December 31, 2019.
|
(2)
|
Represents future payments on existing operating leases through the scheduled expiration dates thereof.
|
(3)
|
Includes deferred consideration related to the Zoom Information Acquisition and contingent consideration related to the NeverBounce and Komiko acquisitions at non-discounted, currently estimated payout amounts. Acquisitions and related deferred or contingent consideration are discussed in Note 4 - Business Combinations to our audit consolidated financial statements included elsewhere in this prospectus. Estimated contingent consideration is subject to change depending on results of factors each is based on.
|
•
|
Risk-free interest rate - The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date closest to the grant date for zero-coupon U.S. Treasury notes with maturities approximately equal to the expected life of the equity grants.
|
•
|
Expected life - The expected life represents the period of time that the equity-based awards are expected to remain outstanding, giveng consideration to vesting schedules and forfeiture patterns.
|
•
|
Volatility - The volatility is based on the historical volatility of the stock prices for comparable companies with a look-back period consistent with the expected life.
|
•
|
Dividend yield - The dividend yield is assumed to be zero.
|
•
|
“I don’t have the right contacts at this account”
|
•
|
“I keep calling disconnected phone numbers”
|
•
|
“I keep getting blocked by gatekeepers”
|
•
|
“This company isn’t even in my territory anymore. It got acquired”
|
•
|
“The new CEO at this company used our competitor”
|
•
|
“The email addresses I have keep bouncing”
|
•
|
“There are only 100 targetable companies in Los Angeles? That can’t be right...”
|
•
|
“We lost our three best sellers because they couldn’t hit their quotas”
|
•
|
“Marketing didn’t hit their pipeline contribution this quarter”
|
1)
|
It’s hard to find and engage with decision makers. Inaccurate or missing contact information plagues efforts to engage with a broad set of targets quickly and efficiently. 30% to 50% of data in customers’ CRM and enterprise resource planning systems is incorrect at any given time. A Forrester survey we commissioned in August 2019 reinforces these findings—only 8% of sales and marketing professionals said that their sales and marketing data is sufficiently accurate (greater than 90% accuracy). As a result, sales and marketing professionals find it difficult to connect with the right person in a specific organization, leading to countless manual one-off efforts to reach prospects, such as guessing email addresses or blindly calling mainline telephone numbers, which often get blocked. Ultimately, once they find the correct information, the data immediately begins to decay.
|
2)
|
It’s hard to know when to engage. Sales and marketing professionals are much better positioned to land a sale when they have insights into when a customer intends to make a purchase. The earlier they know this, the better. Intent can be signaled by job postings, recent hires, press releases, technology usage, web activity, and buying behaviors. Manually gathering this information across a broad universe of prospects is not feasible, as it requires significant ongoing technology investment and innovation to gather the information at scale and ensure accuracy.
|
3)
|
No data-driven way to prioritize targets. Prioritization decisions for sales and marketing resources are often made based on intuition, random knowledge gathering, and instinct, instead of data. When companies do use data, it tends to be static and siloed, and does not reflect changes that happen in businesses every day. In order to properly prioritize accounts, companies need data-driven models to define what an attractive customer looks like and real-time intelligence to assess these targets. High-quality intelligence needs to be programmatically ingested, merged, and evaluated each day to make the sales and marketing process effective.
|
•
|
One of the world’s largest banks uses ZoomInfo to provide their newly hired financial advisors a global network of senior professionals to target from which they can build their books of business.
|
•
|
A telecom giant uses the ZoomInfo application programming interface (“API”) to import all of our intelligence into its data lake—combining insights, such as tenants at a particular location and competitor technologies installed, with first-party insights, such as buildings with fiber—to enable their team of thousands of sellers.
|
•
|
An enterprise software company uses ZoomInfo insights, such as the number of cyber security professionals employed and security technologies used at an organization, to conduct third-party vendor risk assessments for its customers, enabling them to make informed selection decisions.
|
•
|
A Fortune 500 transportation and logistics company uses ZoomInfo predictive intent data to identify potential prospects who are conducting online research on “high-volume printing” and “commercial printing solutions.”
|
•
|
A healthcare company combats diabetes, hypertension, and high cholesterol by using ZoomInfo organizational charts to identify the top human resources contacts at large employers able to roll out programs company wide and better lives quickly and efficiently.
|
•
|
One of the largest management consulting firms uses ZoomInfo to conduct targeted market research on behalf of its clients.
|
•
|
A championship-winning professional basketball franchise uses ZoomInfo to identify local businesses to purchase suites and human resources executives to develop employee engagement and perks programs.
|
•
|
An HVAC and electrical company uses ZoomInfo for address and location data so its sellers no longer have to drive around downtown areas looking for potential customers.
|
•
|
One of the world’s largest beauty product retailers uses ZoomInfo to power its recruiting efforts by identifying and sourcing talent.
|
•
|
We collected 72 pieces of data related to a professional’s contact information over a three-year period, including seven unique email addresses and four unique phone numbers. Our algorithm factors in source count, source reliability, recency, and other attributes to accurately identify the professional’s contact information and publish that information in our platform.
|
•
|
We receive an email signature from Jane Doe through the contributory network, indicating her role is VP of Application Security at Alpha Corp., we compare that to prior data indicating her job title was Senior Director, and we publish her promotion to our platform.
|
•
|
The VP of Marketing at a retail company responds to one of our automated surveys, indicating he plans to hire a new digital advertising agency within the next 12 months, which is published as a scoop on our platform.
|
•
|
Our AI technology reads an agenda for a software company’s conference and identifies that the CEO of Omega Corp. is a keynote speaker at the conference, creating a piece of evidence that Omega Corp. is likely a customer.
|
•
|
Our human-in-the-loop AI system detects potentially new C-Level hires and surfaces them to research analysts for acceptance or rejection in a review queue. The aggregated feedback from human researchers is used to make decisions about automatically rejecting or accepting future cases.
|
•
|
Significant and Measurable Revenue Improvement. The highly accurate and deep intelligence on existing and prospective customers, coupled with analytics and prioritization engines that we provide, increases revenue for our customers. Proving this to our customers is easy, because we integrate with the systems that they use to attribute revenue at the end of each month, quarter, and year. In some cases, the return on investment (“ROI”) that we generate can exceed 100 times the annual spend on the ZoomInfo platform. For example, a tier 1 global bank with initial spend of approximately $17,000 in 2006, expanded to approximately 1,000 licenses and increased spend to approximately $1.45 million annually as of December 31, 2019 after thirteen of their top users generated approximately $46 million in net new money in the first 12 months of use. Similarly, a telecom giant that uses the ZoomInfo platform to empower its salesforce with attribute insights had initial spend of approximately $6,000 in 2017, grew to spend of approximately $1.1 million as of December 31, 2019 and used the ZoomInfo platform to drive approximately $43 million in closed business attributable to ZoomInfo in 24 months.
|
•
|
Unmatched Accuracy, Depth, and Coverage of Data. We gather data from millions of sources to power our AI- and ML-driven platform. We are able to provide a guarantee of 95%+ accuracy as a result of our focus
|
•
|
Unique Data Points Drive Valuable Insights. Leveraging our unique data asset, we are able to provide sales and marketing professionals with a 360-degree view of their target customers. We integrate unique data points that are proprietary to ZoomInfo with our customers’ data to enrich their information and develop unique insights. An example of this is our ability to shorten online inbound marketing forms to increase the probability of their completion. We do this by taking only a single data point provided by a prospect, such as an email address, and we enrich the record with additional relevant information that we have such as title, job function, size of organization and more.
|
•
|
Integrated and Automated Platform. Our cloud-based platform is available to our customers wherever needed and can be accessed from any device, anywhere in the world, in a secure manner. Our insights can also be delivered directly into our customers’ workflows and supporting infrastructure, including Salesforce, Marketo, HubSpot, Microsoft Dynamics, Oracle Sales Cloud, and a variety of other commonly used platforms. The vast majority of our customers integrate ZoomInfo with their most-used CRM or sales & marketing automation system. We make all of these systems better because of the accurate data and insights that we provide.
|
•
|
Market Leader with a Comprehensive Go-to-Market Intelligence Platform. We provide the most accurate and comprehensive go-to-market intelligence platform available. Customers leverage our complete view of their target customers and prospects to drive effectiveness and efficiency. Our platform covered 5.1 million U.S. companies with at least one employee (compared to 5.28 million U.S. companies with at least one employee identified by the U.S. Bureau of Labor Statistics) with a contractual guarantee that at least 95% of the employment information they access will be current. We do all these things at scale and in real time, and integrate into our customers’ workflows and systems. Our market leadership enables us to drive greater customer adoption based on our leading reputation, users that move among companies, and word of mouth.
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Finely Tuned Go-to-Market Model. We utilize the ZoomInfo platform to power our efficient go-to-market motion. Our median new business sales cycle from opportunity creation to close was less than 30 days for the year ended December 31, 2019. For the same period, our average LTV to average CAC was over 10x. We achieve this efficiency while sourcing 40% of our sales from our outbound sales motions, meaning that we generate sales from customers that did not proactively ask for a demo or fill out a form on our website. The ZoomInfo platform, with its accurate insights combined with a predominantly inside-sales model that is efficient and scalable, has capacity to sell additional products and services.
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High-Velocity Software Development. We foster an innovative, fast-paced engineering culture that enabled the development, launch, and adoption of 112 product features and services in 2019, including a new platform bringing together the best features and intelligence of DiscoverOrg and Pre-Acquisition ZI into a single offering. Our own go-to-market engine relies on our platform and serves as a laboratory environment to continually experiment and test new approaches to drive sales effectiveness, and innovate our product. Our team delivers new features in less than two weeks and fixes many deficiencies in our platform in under an hour. We deliver this speed by relentlessly focusing on the visibility, efficiency and predictability of our engineering team.
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Viral Enthusiasm Driven by Our Base of “Fanatic Users.” We have approximately 62,000 “Fanatic Users,” which we define as users with over 100 activities, such as searches, exports, record views, and list match requests, among others, on the platform per month, which represents over 30% of our paid user base. We believe our Fanatic Users drive viral adoption of our platform through word of mouth amongst the influencer community within sales and marketing and within their organizations. Additionally, we have won new customers through former users that joined a new company and encouraged their new company to become a customer.
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Powerful and Significant Network Effects. Driven by growth in our contributory network, the number of records we receive from our network has grown to over 50 million per day. As our contributory network grows, so does the data we receive, which drives the accuracy and coverage of the intelligence we provide. This growth in data, and thus go-to-market intelligence, provides greater value to our customers, who benefit with the addition of each incremental user.
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Visionary, Founder-Led Management Team. Our co-founder and CEO, Henry Schuck, pioneered the category of go-to-market intelligence and is the driving force behind our vision, mission, and culture. Our highly talented, customer-centric senior leadership enables us to rapidly develop new products, move more quickly than our competition, and build our fast-paced, execution-oriented culture.
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Continue to Acquire New Customers. Using the ZoomInfo platform, we have identified over 800,000 global businesses that sell to other businesses and have more than 10 employees, which represent our potential customers. Our current customer base of over 14,000 implies penetration of less than 2%. We won approximately $101 million of ACV across approximately 5,500 new customers in the year ended December 31, 2019. We plan to continue to acquire new customers with our efficient and scalable go-to-market engine.
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Deliver Additional High-Value Solutions to Our Existing Customers. We often expand within existing customers as they realize the value of using our platform and identify opportunities to drive more sales in two ways: customers upgrade their platform or purchase additional services. In the year ended December 31, 2019, customers upgraded their platform or purchased additional services almost 6,000 times.
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Drive Incremental Penetration Within Enterprises. We believe we are underpenetrated in the enterprise market and that, within many of our existing enterprise customers, we have significant room to expand use cases and users. On average, our existing enterprise accounts have 70 users out of more than 2,000 sales professionals that our platform has identified in their organizations. We will expand our dedicated enterprise-focused inside sales team to focus our efforts on this opportunity. We already have traction expanding within our larger accounts: Our segment of customers with over $100,000 of ACV as of December 31, 2019 experienced 65% ACV growth during the prior 12 months.
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Leverage Our Platform for Adjacent Use Cases such as Recruiting. Customers are organically adopting our existing platform for new use cases, such as recruiting, investing, market research, compliance and collections.
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Expand to International Markets. We believe adoption of sales and marketing intelligence in international markets is still nascent. Our go-to-market efforts are currently focused on the U.S. market with less than 10% of our revenue generated from international customers. We currently profile international businesses; approximately half of the 14 million companies on our platform are headquartered outside the United States. We believe there is a compelling opportunity to bring our offering to more English-speaking countries with minimal platform investment.
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Selective Acquisitions to Complement Our Platform. We will continue to evaluate opportunities to make acquisitions that expand our platform and solve new use cases for customers. We believe we can add significant value to businesses we acquire in three ways: integrating our high-quality data, leveraging our go-to-market infrastructure and selling into our large customer base, which is hungry to further improve their go-to-market motions with additional data-driven technologies. Our management team has deep experience successfully integrating acquisitions, having successfully acquired and integrated six acquisitions, including technology tuck-ins like NeverBounce, which provides email delivery confirmation technology, and Komiko, which provides a unique relationship mapping technology, as well as executing larger-scale transactions, such as DiscoverOrg’s acquisition of RainKing in August 2017 and Pre-Acquisition ZI in February 2019.
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Company and Contact Profiles. View consolidated go-to-market intelligence available on companies and contacts.
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Dashboard. Customizable landing pages to help users organize workflow around actionable insights.
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Search. Use 60+ filters and thousands of keywords and attributes to build hyper-targeted lists of companies, contacts, scoops and intent, or to look up a single record.
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Enhance. Upload first-party company and contact lists, match to our records and fill in data gaps.
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Alerts. Get notifications when actionable intel surfaces on a company or contact that a user follows.
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Prioritize. Score records on fit, context and actionable intel based on target profiles.
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Orchestrate. Create custom rules driven by intelligence to automate workflows.
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Integrate. Connect and export directly to CRM and sales & marketing automation systems and continually update exported records on an ongoing basis.
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Identity Resolution. Identify the companies represented by anonymous website visitors.
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Email Verification. Verify email addresses before running a campaign to lower bounce rates.
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Browser Intelligence. ZoomInfo’s Google Chrome Extension, ReachOut, delivers company and contact intelligence on screen as users view corporate websites and LinkedIn profiles.
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14 Million Companies. Includes description, location, industry, revenue and employees.
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100 Million Contacts. Includes role, location, verified email and direct dial phone numbers.
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Scoops. Curated insights, such as personnel moves, pain points or planned investments.
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Technologies. The stack of technologies used by companies.
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Intent. Reveals companies signaling intent to buy through research on products or related topics.
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Attributes. Enables granular targeting on categories of attributes, such as location, job function and company rankings. Examples include: “Has a call center,” “Has a mobile application,” “Has 100+ locations,” and “Has a data scientist.”
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Organizational Charts. Displays the organizational hierarchy of a company and helps identify decision makers.
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News & Events. Links to relevant news articles and events including press releases.
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Corporate Structure and Hierarchy. Illustrates the relationships between parent companies, subsidiaries, and acquisitions.
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Locations. Identifies all known company sites and contacts located at each location.
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Funding and Acquisition Announcements. Timely alerts on funding rounds and merger and acquisition activities.
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Additional Record Subscriptions. Each product edition comes with an allowable number of records per user sufficient for typical sales use cases. Records are contact or company information that is exported from the ZoomInfo platform via an integration or to Excel. When a customer is using the platform for more data-intensive use cases, the customer can purchase additional record subscriptions typically sold on a 12-month term.
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European Dataset. Gain access to contact and other data for businesses throughout Europe.
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ZoomInfo Enrich. Fills in data gaps and maintains the accuracy and completeness of data in customers’ go-to-market systems. Automatically cleans and appends new records generated in these go-to-market systems, in real time.
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ZoomInfo Engage. A sales engagement solution that enables direct outreach to prospects and customers. Functionality includes a dialer, email orchestration and templates, chat, custom multi-touch engagement sequences and activity syncing with go-to-market systems.
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ZoomInfo InboxAI. Mines email and calendar systems for contacts and activity, automatically synchronizing them with Salesforce. It also generates AI-powered insights and recommendations to help teams manage opportunities and renewals.
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ZoomInfo Compliance API. Helps customers identify pertinent information, such as physical locations and other known aliases, for opt-out requests.
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Innovation. We foster an innovative, fast-paced engineering culture that enabled the release of 112 product features and services in 2019, including a new platform bringing together the best features and intelligence of DiscoverOrg and Pre-Acquisition ZI into a single offering. Our team often delivers new features in less than two weeks and fixes many deficiencies in our platform in under an hour. We deliver this speed by relentlessly focusing on the visibility, efficiency and predictability of our engineering team.
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Scalability. By leveraging leading cloud infrastructure providers, including the Google Cloud Platform, Amazon Web Services and Microsoft Azure, along with our automated technology stack, we are able to scale workloads of varying sizes at any time. This allows us to process billions of data points each day from millions of data sources in our proprietary data engine.
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Reliability. Each of our application components is deployed redundantly across multiple data centers, and most of our software today runs on a leading cloud infrastructure platform that provides automatic recovery from failures and auto-scaling to handle load spikes. We have also taken the first steps toward providing redundancy for cloud provider failures across our most critical applications. Employing these and many other strategies, we have achieved 99.99% uptime for the ZoomInfo platform from its launch to December 31, 2019.
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Security. We encrypt all traffic, employ Zero Trust authentication wherever feasible, scan our code and dependencies for vulnerabilities and undergo regular pen-testing. In addition, all user passwords are centrally managed.
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Company Description. DocuSign helps organizations connect and automate how they prepare, sign, act on, and manage agreements. As part of the DocuSign Agreement Cloud, DocuSign offers eSignature: the world’s number one way to sign electronically on practically any device, from almost anywhere, at any time. Today, more than 500,000 customers and hundreds of millions of users in over 180 countries use DocuSign to accelerate the process of doing business and to simplify people’s lives.
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Customer Problem. DocuSign was seeking to increase the efficiency and effectiveness of its inbound and outbound pipeline generation and selling activities. DocuSign saw process improvement opportunities in the following three areas: (1) market development representatives (“MDRs”) were spending a significant amount of time each week searching for contacts and manually entering them into their CRM system; (2) sellers needed information and insights on buyers (including leaders from other departments and business units); and (3) inbound leads from web forms often contained incomplete or inaccurate information making follow-ups challenging and unproductive.
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ZoomInfo Solution. Since implementing ZoomInfo, DocuSign can automatically find and add contacts to target accounts in Salesforce, gain intelligence and insight on buyers across departments and functions, and access phone and email contact information easily. DocuSign can also enrich inbound leads with additional intelligence, giving its sales team a more complete profile of the lead before they engage.
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Customer Impact. With ZoomInfo, DocuSign MDRs spend less time on research and data entry, and the marketing email bounce rate has dropped by over 10%. The Data Ops team has delivered more contacts to the sales team, leading to more closed deals across a broader product portfolio. Overall, ZoomInfo has made DocuSign’s sales and marketing teams more productive and effective, and it has become a foundational element in the outbound sales motion.
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Company Description. SAP is a leading provider of enterprise application software, analytics, and business intelligence.
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Customer Problem. SAP has increased focus on growing its cloud business, which has led to an increased focus on selling to medium-sized businesses. For SAP to accelerate its cloud go-to-market, the sales team needed an intelligence platform with reliable business contact information to identify and connect with prospects.
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ZoomInfo Solution. SAP adopted the ZoomInfo platform to help its sales team grow the cloud business. The sales team uses the ZoomInfo platform to help manage sales territories, organize and route leads using
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Customer Impact. The ZoomInfo platform enabled SAP to expedite and streamline its outbound sales process, provide the right leads to the right sales representatives, and continue growing the cloud business.
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Company Description. Zoom Video Communications (“Zoom Video”) is the leader in enterprise video communications with a reliable, easy-to-use, cloud-based platform for video and audio conferencing, voice, chat, and content-sharing across mobile devices, desktops, telephones, and room systems.
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Customer Problem. Tasked with aggressive revenue growth targets, the Zoom Video sales team tried to increase penetration of target accounts and expand their influence within these accounts. This was challenging to do without key details on decision-makers, organizational hierarchy, and information on real-time needs of the target accounts. Zoom Video looked for a solution that would help them identify the right people in the right departments with technology needs to increase penetration and expansion.
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ZoomInfo Solution. Zoom Video chose the ZoomInfo platform for the level of depth and granularity of the data as well as real time insights. Using the ZoomInfo platform, Zoom Video is able to identify the right people in the right department with minimal effort, build a strong pipeline, get real-time insights, and close deals more quickly.
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Customer Impact. Within the first year that Zoom Video deployed ZoomInfo, Zoom Video’s revenue grew by 300%. ZoomInfo has become an essential tool for Zoom Video’s sales representatives to penetrate new and international markets, and today 90% of the Zoom Video sales team uses the ZoomInfo platform. Within the first year of deployment, Zoom Video increased its number of ZoomInfo licenses by 1,050%, and today licenses are up by 5,900% since the first deployment.
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Company Description. Founded in 1999, Brainshark provides a data-driven sales readiness platform that helps companies improve sales performance with solutions for content authoring, training, coaching, scorecards, and more.
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Customer Problem. The Brainshark marketing team spent a lot of time and effort on generating leads for the sales team, but the leads came in with incomplete and inaccurate information. As a result, the sales team needed to spend a lot of time researching contact and background information. Since the sales team did not have access to direct dial phone numbers, its connect rates suffered. Furthermore, the marketing team did not have a full picture of prospects to allow it to effectively fuel the sales funnel with new, targeted contacts.
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ZoomInfo Solution. The ZoomInfo platform provided a self-service portal and CRM and marketing automation integration which became an integral part of Brainshark’s strategy. Using ZoomInfo, the Brainshark marketing team was able to append the missing pieces of data onto the leads before passing them to sales. Brainshark is also able to build out targeted campaigns based on its buyer personas and refresh contacts, as well as fuel its funnel with new targeted contacts on a regular basis.
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Customer Impact. Since partnering with ZoomInfo, Brainshark’s revenue generation process evolved into a robust and dynamic system where data is constantly being refreshed, allowing the sales force to go after the right prospects with the most accurate information at their disposal. As a result, Brainshark has been able to shorten lead follow-up, reaching decision makers four times faster and boosting connect rates by 30%.
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Company Description. Novo Group (“Novo”) offers talent acquisition solutions such as candidate pipelining and sourcing, recruiting project support, and fully outsourced recruitment programs. Novo also offers assessment tools, coaching, talent development, and organizational effectiveness consulting.
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Customer Problem. Novo’s recruiters spent large amounts of time looking through countless sources in order to identify passive candidates and obtain contact information and market intelligence that was up-to-date and reliable. Novo had difficulty efficiently finding the information that it needed to maintain its industry leading passive candidate fill rate. In an effort to maximize operational efficiencies, Novo sought to find a partner that would help streamline its candidate sourcing and market research efforts.
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ZoomInfo Solution. Novo uses the ZoomInfo platform to continuously identify passive candidates and obtain contact information for the candidates, career data, and market intelligence. Novo chose ZoomInfo to allow it to better leverage its existing resources to maintain its reputation and passive candidate fill rate across all the industries and clients it serves.
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Customer Impact. Novo saw almost immediate improved efficiencies since partnering with ZoomInfo. ZoomInfo’s industry information, market intelligence, and contact information is readily available and more accurate and up-to-date than what other sources provide. Novo bolstered its talent pipeline with over 2,000 new candidates identified in only four months. A portion of the new candidates filled positions within months of being identified, as well.
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Company Description. Deal IQ is a Toronto-based purchase process consultation company that delivers cost savings and visibility into purchase and pricing negotiations for businesses of all sizes. Leveraging process knowledge and negotiation skills, Deal IQ conducts high-profile negotiations for technology purchases on behalf of its clients including the world’s leading brands.
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Customer Problem. Because Deal IQ offers solution for purchase and pricing negotiations, the ability to correctly identify potential new clients at the right time - just as they prepare to acquire new technology—was absolutely crucial to its success—so was the ability to engage key decision makers. With its sales representatives spending hours to manually identify opportunities and losing out on countless other deals in the process, Deal IQ was looking for ways to identify target customers at the right time, and pinpoint the right decision makers.
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ZoomInfo Solution. Deal IQ uses the ZoomInfo platform to gain access to a suite of powerful search and targeting tools and up-to-date prospecting data. Through alerts and scoops, Deal IQ monitors buying signals of potential clients such as a request-for-proposal or an increased research time into a particular solution. Leveraging the reliable, accurate contact data and organization charts, Deal IQ pinpoints the right decision makers and engages them at the right time in their buying journey.
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Customer Impact. Since partnering with ZoomInfo, Deal IQ saw not only time savings for sales representatives, but also significant improvement in their key performance indicators. With automated search and alerts and scoops, one sales team has saved over 28 hours of productivity each week, which had previously been spent on manual research for potential clients. More importantly, Deal IQ has increased its client portfolio by six times, its number of C-Suite meetings by eight times, and annual revenue by more than 1,900%.
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Company Description. TTN Fleet Solutions (“TTN”) offers transportation maintenance solutions in the U.S. and Canada. TTN has managed over one million breakdowns for fleets in the trucking industry and has built an over 80,000 vendor network covering North America 24/7, 365 days a year.
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Customer Problem. TTN needed to build a sales and marketing team from the ground up. One major challenge it faced was finding accurate account and contact information for companies in the trucking industry. TTN had tried multiple data providers, but kept running into the same issue of outdated and unreliable data, causing sales representatives to be bounced from department to department at prospects, asking ‘Who oversees your fleet maintenance?’ The sales team was wasting time and lost confidence.
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ZoomInfo Solution. ZoomInfo empowered TTN to easily narrow down its target market, accurately locate key decision makers and contact information at key accounts and gain an understanding of their corporate hierarchies. Beyond direct dials and email addresses, ZoomInfo provides comprehensive information on prospects that allows TTN to be much more confident and personal in outreaches. The solution quickly gained credibility with the marketing and sales teams.
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Customer Impact. ZoomInfo transformed TTN’s cold calls into ‘purposed calls.’ The sales team is able to make connections with the right people and have engaging and valuable conversations. In the first few months of using ZoomInfo, TTN not only increased the number of meetings booked by over 61%, but also shortened its sales cycle from 22 to 13 days. With qualified contact leads fueling its sales team, TTN projected a 35% increase in revenue for 2019, largely in part to ZoomInfo.
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Winning…Is What Drives Us. We’re focused on stretch goals that we feel good about, and are laser-focused to blow those marks out of the water.
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We Rapidly Innovate. We believe in challenging the status quo and refuse to stand by the words “that’s the way it has always been done.” We look beyond to see what is the most innovative, efficient, and effective way each and every day.
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We Are 100% Results Driven. We face obstacles head on and collaborate to overcome them.
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We Like to Feel Uncomfortable. If we’re not uncomfortable, we’re not getting better. Discomfort is key to change, change is key to progress and progress is the key to winning.
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We Define New Possibles. We don’t just meet our goals, we take pride in going above and beyond whatever the goal may be. And we are always raising the bar.
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Multiple Workplace Awards. Our strong culture is celebrated by our distinctions in the 2017 Inc. Magazine’s Top Companies to Work for, 2019 Inc. Magazine’s Best Workplaces, 2017 Fortune Best Small & Medium Workplaces, and 2019 Fortune 100 Best Medium Workplaces.
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Strong and Recognized Quality Brand. We were awarded the 2018 G2Crowd’s Top 100 best software companies, 2018 Inc. 5000’s Fastest-Growing Private Companies, and 2015, 2016, 2017, and 2018 Deloitte’s Technology Fast 500. Our renowned brand has helped us garner exceptional talent to help us further our mission of revolutionizing the sales and marketing industry.
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LinkedIn Sales Navigator, which provides professional information and relationship data but has limited depth of data and limited ability to integrate with customers’ workflow and CRM and sales & marketing automation systems;
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legacy data providers, such as D&B Hoovers, which focus on specific types of data sets (e.g., companies, attributes, or intent) but lack the combination of quality, depth, and coverage;
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niche data providers, such as TechTarget, which focus on specific types of data sets but lack scale, quality, and coverage of data;
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list providers, such as Infogroup, which focus on company profile and business contact information, but lack technology attributes and intent coverage; and
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startups or less mature competitors who lack the investment, expertise, and resources to manage quality at scale and keep up with the pace of technological advancement.
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comprehensive platform offering;
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quality and accuracy of data;
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breadth and depth of data;
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ease of use and deployment;
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Name
|
|
Age
|
|
Position
|
Henry Schuck
|
|
36
|
|
Chief Executive Officer and Chairman of the Board of Directors
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Cameron Hyzer
|
|
45
|
|
Chief Financial Officer
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Chris Hays
|
|
49
|
|
Chief Revenue Officer
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Nir Keren
|
|
34
|
|
Chief Technology Officer
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Todd Crockett
|
|
50
|
|
Director
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Mitesh Dhruv
|
|
41
|
|
Director
|
Ashley Evans
|
|
40
|
|
Director
|
Mark Mader
|
|
49
|
|
Director
|
Patrick McCarter
|
|
44
|
|
Director
|
Jason Mironov
|
|
36
|
|
Director
|
D. Randall Winn
|
|
50
|
|
Director
|
•
|
Our Class I directors will be , , and , with their terms expiring at the first annual meeting of stockholders following the date of this prospectus.
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•
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Our Class II directors will be , , and , with their terms expiring at the second annual meeting of stockholders following the date of this prospectus.
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•
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Our Class III directors will be , and , with their terms expiring at the third annual meeting of stockholders following the date of this prospectus.
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•
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Mr. Schuck – our board of directors considered Mr. Schuck’s perspective and the experience he brings as our co-founder and CEO.
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•
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Mr. Crockett – our board of directors considered Mr. Crockett’s extensive core business and leadership skills, including financial and strategic planning, and his significant management experience, including his involvement with TA Associates.
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•
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Mr. Dhruv – our board of directors considered Mr. Dhruv’s extensive financial and accounting experience, including as the Chief Financial Officer of RingCentral and his accounting and financial certifications, his knowledge and experience in our industry and with SaaS companies, and his experience in management of a public company.
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•
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Ms. Evans – our board of directors considered Ms. Evans’ significant core business skills, including financial and strategic planning, and her extensive management experience, including her involvement with Carlyle.
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•
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Mr. McCarter – our board of directors considered Mr. McCarter’s extensive core business skills, including financial and strategic planning, and many years of management experience at portfolio companies through his involvement with Carlyle.
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•
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Mr. Mironov – our board of directors considered Mr. Mironov’s extensive core business skills, including financial and strategic planning, and his extensive management experience with financial services and technology companies, including his involvement with TA Associates.
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•
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Mr. Mader – our board of directors considered Mr. Mader’s extensive knowledge and experience in our industry and with SaaS companies, and his experience leading a public company as President, Chief Executive Officer and Director of Smartsheet.
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•
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Mr. Winn – our board of directors considered Mr. Winn’s deep knowledge of our industry, extensive financial and business skills, including strategic planning, and his significant management and leadership experience, including with CapitalIQ.
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•
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selecting and hiring our independent auditors and approving the audit and non-audit services to be performed by our independent auditors;
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•
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assisting the board of directors in evaluating the qualifications, performance, and independence of our independent auditors;
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•
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assisting the board of directors in monitoring the quality and integrity of our financial statements and our accounting and financial reporting;
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•
|
assisting the board of directors in monitoring our compliance with legal and regulatory requirements;
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•
|
reviewing the adequacy and effectiveness of our internal control over financial reporting processes;
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•
|
assisting the board of directors in monitoring the performance of our internal audit function;
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•
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reviewing with management and our independent auditors our annual and quarterly financial statements;
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•
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establishing procedures for the receipt, retention, and treatment of complaints received by us regarding accounting, internal accounting controls, or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; and
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•
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preparing the audit committee report that the rules and regulations of the SEC require to be included in our annual proxy statement.
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•
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reviewing and approving corporate goals and objectives relevant to the compensation of our CEO, evaluating our CEO’s performance in light of those goals and objectives, and, either as a committee or together with the other independent directors (as directed by the board of directors), determining and approving, or making recommendations to the board of directors with respect to, our CEO’s compensation level based on such evaluation;
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•
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reviewing and approving, or making recommendations to the board of directors with respect to, the compensation of our other executive officers, including annual base salary, bonus and equity-based incentives, and other benefits;
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•
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reviewing and recommending the compensation of our directors;
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•
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reviewing and discussing with management our “Compensation Discussion and Analysis” disclosure when such disclosure is required by SEC rules;
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•
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preparing the compensation committee report to be included in our annual proxy statement when such report is required by SEC rules; and
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•
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reviewing and making recommendations with respect to our equity compensation plans.
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•
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assisting our board of directors in identifying prospective director nominees and recommending nominees to the board of directors;
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•
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overseeing the evaluation of the board of directors and management;
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•
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reviewing developments in corporate governance practices and developing and recommending a set of corporate governance guidelines; and
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•
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recommending members for each committee of our board of directors.
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Name and Principal Position
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|
Year
|
|
Salary ($)(1)
|
|
Bonus ($)(2)
|
|
Stock Awards ($) (3)
|
|
Non-Equity Incentive Plan Compensation ($)(4)
|
|
All Other Compensation ($)(5)
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Total ($)
|
Henry Schuck
Chief Executive Officer
|
|
2019
|
|
371,539
|
|
350,000
|
|
3,780,583
|
|
—
|
|
65,800
|
|
4,567,922
|
|
|
2018
|
|
350,000
|
|
175,000
|
|
—
|
|
—
|
|
5,755
|
|
530,755
|
Cameron Hyzer
Chief Financial Officer
|
|
2019
|
|
402,885
|
|
43,750
|
|
—
|
|
600,000
|
|
12,600
|
|
1,059,235
|
|
|
2018
|
|
50,000
|
|
—
|
|
3,436,894
|
|
—
|
|
43,000
|
|
3,529,894
|
Chris Hays
Chief Revenue Officer
|
|
2019
|
|
362,901
|
|
112,500
|
|
3,958,003
|
|
1,000,000
|
|
1,973
|
|
5,435,377
|
|
|
2018
|
|
197,705
|
|
60,000
|
|
1,274,169
|
|
60,000
|
|
2,603
|
|
1,594,477
|
(1)
|
The amounts reported represent the named executive officer’s base salary earned during the fiscal year covered. In the case of Mr. Schuck, the amount reported for 2019 includes $21,539 paid in lieu of accrued but unused vacation. In the case of Mr. Hays, the amount reported for 2019 represents an increase in base salary from $305,000 to $360,000, effective May 2019, and the amounts reported for 2018 and 2019 include $11,595 and $27,693 paid in lieu of accrued but unused vacation, respectively. Mr. Hyzer commenced employment as our Chief Financial Officer on November 12, 2018, and the amount reported in this column for Mr. Hyzer for 2018 reflects the portion of his annual base salary earned in 2018 from such date. For Mr. Hyzer, the amount reported for 2019 includes $2,885 paid in lieu of accrued but unused vacation.
|
(2)
|
The amount reported for 2019 for Mr. Hyzer represents the guaranteed bonus to which he was entitled under his employment agreement. For a description of the terms of Mr. Hyzer’s employment agreement, see “—Narrative Disclosure to Summary Compensation Table—Employment Agreements.” The amounts reported for Mr. Hays represent special discretionary bonuses paid to him in 2018 and 2019. See “—Narrative Disclosure to Summary Compensation Table—Special Bonus.”
|
(3)
|
The amounts reported for 2019 represent the aggregate grant date fair value of the Class P Units awarded to Messrs. Schuck and Hays, the aggregate grant date fair value of the common units of HSKB Funds, LLC awarded to Mr. Hays (the “HSKB Units”) and the aggregate grant date fair value of the HSKB Phantom Units, each representing the economic value of one common unit of ZoomInfo OpCo, awarded to Mr. Hays (the “HSKB Phantom Units”), each calculated in accordance with FASB ASC Topic 718, Compensation—Stock Compensation (“ASC Topic 718”). The assumptions used in calculating the grant date fair value of these Class P Units, HSKB Units and HSKB Phantom Units reported in this column are set forth in Note 15 - Equity-Based Compensation to our audited consolidated financial statements included elsewhere in this prospectus.
|
(4)
|
The amounts reported represent the dollar value of the annual cash incentive award earned by Messrs. Hyzer and Hays for 2018 and 2019. See “—Narrative Disclosure to Summary Compensation Table—Annual Bonus/Non-Equity Incentive Plan Compensation.”
|
(5)
|
The amounts reported for 2019 represent our 401(k) plan matching contributions on behalf of our NEOs in the following amounts: Mr. Schuck, $5,800; Mr. Hyzer, $2,100; and Mr. Hays, $1,973. The amounts reported for Mr. Schuck for 2019 also includes a temporary housing allowance
|
|
|
|
|
Stock Awards
|
|||||||||
Name
|
|
Grant Date
|
|
Number of Shares or Units of Stock That Have Not Vested
(#)(1)
|
|
Market Value of Shares or Units of Stock That Have Not Vested
($)(2)
|
|
Equity Incentive Plan Awards:
Number of
Unearned Shares, Units or Other Rights That Have Not Vested
(#)(3)
|
|
Equity Incentive Plan Awards:
Market or Payout Value
of Unearned Shares, Units or Other Rights That Have Not Vested
($)(4)
|
|||
Henry Schuck
|
|
01/16/2019
|
|
7,715,476.40
|
|
12,499,072
|
|
|
|
|
|
||
Cameron Hyzer
|
|
12/26/2018
|
|
7,014,069.45
|
|
11,362,793
|
|
|
—
|
|
|
|
|
Chris Hays
|
|
06/23/2016
|
|
|
|
|
|
240,119
|
|
|
862,027
|
|
|
|
|
08/24/2017
|
|
|
|
|
|
60,030
|
|
|
215,508
|
|
|
|
|
09/11/2017
|
|
|
|
|
|
120,059
|
|
|
431,012
|
|
|
|
|
10/31/2018
|
|
|
|
|
|
300,149
|
|
|
1,400,385
|
|
|
|
|
01/07/2019
|
|
|
|
|
|
300,149
|
|
|
1,522,485
|
|
|
|
|
07/26/2018
|
|
1,402,813.89
|
|
3,675,372
|
|
|
|
|
|
||
|
|
06/24/2019
|
|
3,507,034.75
|
|
7,084,210
|
|
|
|
|
|
||
|
|
10/17/2019
|
|
280,000
|
|
565,600
|
|
|
|
|
|
||
|
|
12/29/2019
|
|
|
|
|
|
90,000
|
|
|
323,100
|
|
(1)
|
Represents Class P Units that vest as follows:
|
(2)
|
Based on the appreciation, if any, in the value of our business from and after the date of grant through the date of our most recent valuation prior to December 31, 2019.
|
(3)
|
Represents HSKB Units and HSKB Phantom Units, as applicable, that vest in full upon the occurrence of certain liquidity events, as described above under “—Narrative to Summary Compensation Table—Equity Awards.” Amounts represented in this column with respect to the HSKB Units reflect the 60.02977736-for-one split of the HSKB Units, which occurred on December 18, 2019.
|
(4)
|
Based on our most recent valuation prior to December 31, 2019.
|
•
|
the timing of exchanges—for instance, the increase in any tax deductions will vary depending on the fair market value, which may fluctuate over time, of the depreciable or amortizable assets of ZoomInfo OpCo at the time of each exchange. In addition, the increase in the ZoomInfo Tax Group’s allocable share of existing tax basis acquired upon the future exchange of LLC Units for shares of Class A common stock will vary depending on the amount of remaining existing tax basis at the time of such exchange;
|
•
|
the price of shares of our Class A common stock at the time of the exchange—the increase in any tax deductions, as well as the tax basis increase in other assets, of ZoomInfo OpCo, is directly proportional to the price of shares of our Class A common stock at the time of the exchange;
|
•
|
the extent to which such exchanges are taxable—if an exchange is not taxable for any reason, increased deductions will not be available;
|
•
|
the amount of tax attributes—the amount of applicable tax attributes of the Blocker Companies at the time of the merger or contribution transaction will impact the amount and timing of payments under the tax receivable agreement; and
|
•
|
the amount and timing of our income—ZoomInfo Technologies Inc. is obligated to pay 85% of the cash tax benefits under the tax receivable agreement as and when realized. If ZoomInfo Technologies Inc. does not have taxable income, ZoomInfo Technologies Inc. is not required (absent a change of control or circumstances requiring an early termination payment) to make payments under the tax receivable agreement for a taxable year in which it does not have taxable income because no cash tax benefits will have been realized. However, any tax attributes that do not result in realized benefits in a given tax year will likely generate tax attributes that may be utilized to generate benefits in previous or future tax years. The utilization of such tax attributes will result in cash tax benefits that will result in payments under the tax receivable agreement.
|
|
Assuming No Option Exercise
|
|
Assuming Full Option Exercise
|
||||||||
|
# of LLC Units to be Purchased
|
|
Aggregate Purchase Price
|
|
# of LLC Units to be Purchased
|
|
Aggregate Purchase Price
|
||||
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||
Total
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
Class A Common Stock Beneficially Owned(1)
|
|
LLC Units and HoldCo Units Beneficially Owned(1) (2)
|
|
Combined Voting Power(3)
|
||||||||||||||||||||||||||||||
|
Prior to the Offering Transactions
|
|
After the Offering Transactions
|
|
After the Offering Transactions, Including Full Option Exercise
|
|
Prior to the Offering Transactions
|
|
After the Offering Transactions
|
|
After the Offering Transactions, Including Full Option Exercise
|
|
% Prior to the Offering Transactions
|
|
$ After the Offering Transactions Assuming Underwriters’ Option is Not Exercised
|
|
% After the Offering Transactions Assuming Underwriters’ Option is Exercised
|
||||||||||||||||||
|
Number
|
|
%
|
|
Number
|
|
%
|
|
Number
|
|
%
|
|
Number
|
|
%
|
|
Number
|
|
%
|
|
Number
|
|
%
|
|
|
|
|||||||||
Parties to our stockholders agreement as a group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
TA Associates(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Investment Funds affiliated with Carlyle(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
22C Capital(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
DO Holdings (WA), LLC(7)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kirk Brown(7)(8)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Henry Schuck(7)(9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cameron Hyzer(10)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chris Hays(11)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nir Keren(12)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Todd Crockett(13)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mitesh Dhruv(14)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ashley Evans(15)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark Mader(16)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patrick McCarter(17)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jason Mironov(18)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D. Randall Winn(19)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors, director nominees and executive officers as a group
( persons) |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Represents less than 1%.
|
(1)
|
Subject to the terms of the amended and restated limited liability company agreement of each of ZoomInfo OpCo and ZoomInfo HoldCo, the LLC Units and HoldCo Units are exchangeable for shares of our Class A common stock on a one-for-one basis after the completion of this offering. See “Organizational Structure,” “Certain Relationships and Related Person Transactions—ZoomInfo OpCo Amended and Restated Limited Liability Company Agreement,” and “Certain Relationships and Related Person Transactions—ZoomInfo HoldCo Amended and Restated Limited Liability Company Agreement.” Beneficial ownership of LLC Units and HoldCo Units reflected in this table has not been also reflected as beneficial ownership of shares of our Class A common stock for which such units may be exchanged. In calculating the percentage of LLC Units and HoldCo Units beneficially owned after the Offering Transactions, the HoldCo Units held by ZoomInfo Technologies Inc. are treated as outstanding.
|
(2)
|
Represents LLC Units except as noted in footnote (9) below.
|
(3)
|
Represents percentage of voting power of the Class A common stock and Class B common stock of ZoomInfo Technologies Inc. voting together as a single class. See “Description of Capital Stock—Common Stock.”
|
(4)
|
Amounts beneficially owned reflect (i) LLC Units held by TA XI DO AIV, L.P., (ii) LLC Units held by TA SDF III DO AIV, L.P., (iii) LLC Units held by TA SDF II DO AIV, L.P., (iv) LLC Units held by TA Atlantic and Pacific VII-A, L.P., (v) LLC Units held by TA Investors IV, L.P., (vi) LLC Units held by TA Associates AP VII GP, L.P., (vii) shares of Class A Common Stock held by TA XI DO Feeder, L.P., (viii) shares of Class A Common Stock held by TA SDF III DO Feeder, L.P., (ix) shares of Class A Common Stock held by TA SDF II DO Feeder, L.P. and (x) shares of Class A Common Stock held by TA Atlantic & Pacific VII-B, L.P. (collectively, the “TA Associates Funds”) in each case, following this offering. TA Associates, L.P. is the ultimate general partner of each of such entity. Investment and voting control of the TA Associates Funds is held by TA Associates, L.P. No stockholder, director, or officer of TA Associates, L.P. has voting or investment power with respect to our shares of common stock held by the TA Associates Funds. Voting and investment power with respect to such shares is vested in a five-person investment committee consisting of the following employees of TA Associates, L.P.: Todd R. Crockett, Jason P. Werlin, Jason S. Mironov, Kurt R. Jaggers, and Jeffrey T. Chambers. The address of each TA Associates Fund is 200 Clarendon Street, 56th floor, Boston, Massachusetts 02116.
|
(5)
|
Carlyle Partners VI Evergreen Holdings, L.P. (“Carlyle Evergreen”) is the record holder of LLC Units following this offering. Carlyle Partners VI Dash Holdings, L.P. (together with Carlyle Evergreen, the “Carlyle Investors”) is the record holder of shares of Class A Common Stock following this offering. Carlyle Group Management L.L.C. holds an irrevocable proxy to vote a majority of the shares of The Carlyle Group Inc., which is a publicly traded entity listed on the Nasdaq.
|
(6)
|
Amounts beneficially owned reflect (i) shares of Class A common stock and LLC Units held directly following this offering by 22C Magellan Holdings LLC, whose two members are 22C DiscoverOrg Investors, LLC and 22C Capital I, L.P., and (ii) shares of Class A common stock held directly by 22C Capital I-A, L.P. 22C DiscoverOrg MM, LLC is the managing member of 22C DiscoverOrg Investors, LLC. 22C DiscoverOrg Advisors, LLC is the managing member of 22C DiscoverOrg MM, LLC. 22C Capital GP I, L.L.C. is the general partner of 22C Capital I, L.P. and of 22C Capital I-A, L.P. 22C Capital GP I MM LLC is the managing member of 22C Capital GP I, L.L.C. Eric Edell and D. Randall Winn are co-members of each of 22C DiscoverOrg Advisors, LLC and 22C Capital GP I MM LLC and, in such capacities, exercise voting or investment power over the shares of Class A common stock and LLC Units held directly by 22C Magellan Holdings LLC and the Class A common stock held directly by 22C Capital I-A, L.P. In addition, following this offering, D. Randall Winn exercises voting and investment power over LLC Units held directly by Mr. Winn in his individual capacity, and over LLC Units held directly by Five W DiscoverOrg, LLC. The address of 22C Magellan Holdings LLC, Eric Edell and D. Randall Winn is 70 East 55th Street, 14th Floor, New York, NY 10022.
|
(7)
|
Amounts beneficially owned reflect LLC Units held directly by DO Holdings (WA), LLC. DO Holdings (WA), LLC is owned by Henry Schuck and Kirk Brown. Messrs. Schuck and Brown may be deemed to share voting and dispositive power over the securities held by DO Holdings (WA), LLC. The principal business address of DO Holdings (WA), LLC is c/o 805 Broadway Street, Suite 900 Vancouver, Washington 98660.
|
(8)
|
Amounts beneficially owned reflect the LLC units held directly by DO Holdings (WA), LLC (as described above). The principal business address of Mr. Brown is c/o 1012 SE 64th Court, Vancouver, Washington 98661.
|
(9)
|
Amounts beneficially owned reflect the vested Class P Units convertible for shares of Class A common stock held directly by Henry Schuck, LLC Units held directly by HSKB Funds, LLC, LLC Units held directly by DO Holdings (WA), LLC (as described above), and HoldCo Units held by HSKB Funds II, LLC. HSKB Funds, LLC and HSKB Funds II, LLC are managed by HLS Management, LLC. Henry Schuck is the sole member of HLS Management, LLC. The principal business address of Mr. Schuck is c/o 805 Broadway Street, Suite 900 Vancouver, Washington 98660.
|
(10)
|
The principal business address of Mr. Hyzer is c/o 805 Broadway Street, Suite 900 Vancouver, Washington 98660.
|
(11)
|
The principal business address of Mr. Hays is c/o 805 Broadway Street, Suite 900 Vancouver, Washington 98660.
|
(12)
|
The principal business address of Mr. Keren is c/o 805 Broadway Street, Suite 900 Vancouver, Washington 98660.
|
(13)
|
The principal business address of Mr. Crockett is c/o 200 Clarendon Street, 56th floor, Boston, Massachusetts 02116.
|
(14)
|
The principal business address of Mr. Dhruv is c/o 20 Davis Drive, Belmont, California 94002.
|
(15)
|
The principal business address of Ms. Evans is c/o 2710 Sand Hill Road, Menlo Park, CA 94025.
|
(16)
|
The principal business address of Mr. Mader is c/o 10500 NE 8th Street, Suite 1300, Bellvue, Washington 98004.
|
(17)
|
The principal business address of Mr. McCarter is c/o 2710 Sand Hill Road, Menlo Park, CA 94025.
|
(18)
|
The principal business address of Mr. Mironov is c/o 200 Clarendon Street, 56th floor, Boston, Massachusetts 02116.
|
(19)
|
The principal business address of Mr. Winn is c/o 70 East 55th Street, 14th Floor, New York, NY 10022.
|
|
Class A Common Stock Beneficially Owned
|
|
LLC Units and HoldCo Units Beneficially Owned
|
|||||||||||
Name of Beneficial Owner
|
Prior to the
Offering Transactions |
|
After the Offering Transactions
|
|
After the Offering Transactions, Including Full Option Exercise
|
|
Prior to the
Offering Transactions |
|
After the Offering Transactions
|
|
After the Offering Transactions, Including Full Option Exercise
|
|||
Parties to our stockholders agreement as a group
|
|
|
|
|
|
|
|
|
|
|
|
|||
TA Associates
|
|
|
|
|
|
|
|
|
|
|
|
|||
Investment funds affiliated with Carlyle
|
|
|
|
|
|
|
|
|
|
|
|
|||
22C Capital
|
|
|
|
|
|
|
|
|
|
|
|
|||
DO Holdings (WA), LLC
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Kirk Brown
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Henry Schuck
|
|
|
|
|
|
|
|
|
|
|
|
|||
Cameron Hyzer
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Chris Hays
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Nir Keren
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Todd Crockett
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Mitesh Dhruv
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Ashley Evans
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Mark Mader
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Patrick McCarter
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Jason Mironov
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
D. Randall Winn
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Directors, director nominees and executive officers as a group ( persons)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
*
|
Represents less than 1%.
|
|
Class A Common Stock Beneficially Owned
|
|
LLC Units and HoldCo Units Beneficially Owned
|
|||||||||||
Name of Beneficial Owner
|
Prior to the
Offering Transactions |
|
After the Offering Transactions
|
|
After the Offering Transactions, Including Full Option Exercise
|
|
Prior to the
Offering Transactions |
|
After the Offering Transactions
|
|
After the Offering Transactions, Including Full Option Exercise
|
|||
Parties to our stockholders agreement as a group
|
|
|
|
|
|
|
|
|
|
|
|
|||
TA Associates
|
|
|
|
|
|
|
|
|
|
|
|
|||
Investment funds affiliated with Carlyle
|
|
|
|
|
|
|
|
|
|
|
|
|||
22C Capital
|
|
|
|
|
|
|
|
|
|
|
|
|||
DO Holdings (WA), LLC
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Kirk Brown
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Henry Schuck
|
|
|
|
|
|
|
|
|
|
|
|
|||
Cameron Hyzer
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Chris Hays
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Nir Keren
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Todd Crockett
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Mitesh Dhruv
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Ashley Evans
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Mark Mader
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Patrick McCarter
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Jason Mironov
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
D. Randall Winn
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Directors, director nominees and executive officers as a group ( persons)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
*
|
Represents less than 1%.
|
•
|
50% (which percentage will be reduced to (i) 25%, if the consolidated first lien net leverage ratio is less than or equal to 4.40 to 1.00 but greater than 3.90 to 1.00 and to (ii) 0%, if the consolidated first lien net leverage ratio is less than or equal to 3.90 to 1.00) of our annual excess cash flow;
|
•
|
100% of the net cash proceeds of all non-ordinary course asset sales or other dispositions of property, or any loss or government taking of property for which insurance proceeds or condemnation awards are received, if ZoomInfo LLC (formerly known as DiscoverOrg, LLC) or certain of its subsidiaries do not reinvest or commit to reinvest those proceeds in assets to be used in our business or to make certain other permitted investments within 540 days as long as such reinvestment is completed within 180 days from the date of such commitment to reinvest, with certain exceptions; provided that, solely with respect to any collateral, ZoomInfo LLC or certain of its subsidiaries may use a portion of such net cash proceeds to prepay or repurchase certain permitted other indebtedness with a lien in accordance with the terms of the first lien credit agreement;
|
•
|
100% of the net cash proceeds of all incurrence or issuance by ZoomInfo LLC or certain of its subsidiaries of any indebtedness (except for permitted debt (other than refinancing debt)); and
|
•
|
100% of the net cash proceeds of the incurrence of any specified refinancing debt constituting revolving credit facilities.
|
•
|
incur additional indebtedness;
|
•
|
create or incur liens;
|
•
|
engage in certain fundamental changes, including mergers or consolidations;
|
•
|
sell or transfer assets;
|
•
|
pay dividends and distributions on our subsidiaries’ capital stock;
|
•
|
make acquisitions, investments, loans or advances;
|
•
|
engage in certain transactions with affiliates; and
|
•
|
enter into negative pledge clauses and clauses restricting subsidiary distributions.
|
•
|
100% of the net cash proceeds of all non-ordinary course asset sales or other dispositions of property, or any loss or government taking of property for which insurance proceeds or condemnation awards are received, if ZoomInfo LLC or certain of its subsidiaries do not reinvest or commit to reinvest those proceeds in assets to be used in our business or to make certain other permitted investments within 540 days as long as such
|
•
|
100% of the net cash proceeds of all incurrence or issuance by ZoomInfo LLC or certain of its subsidiaries of any indebtedness (except for permitted debt (other than refinancing debt)).
|
•
|
incur additional indebtedness;
|
•
|
create or incur liens;
|
•
|
engage in certain fundamental changes, including mergers or consolidations;
|
•
|
sell or transfer assets;
|
•
|
pay dividends and distributions on our subsidiaries’ capital stock;
|
•
|
make acquisitions, investments, loans or advances;
|
•
|
engage in certain transactions with affiliates; and
|
•
|
enter into negative pledge clauses and clauses restricting subsidiary distributions.
|
•
|
the designation of the series;
|
•
|
the number of shares of the series, which our board of directors may, except where otherwise provided in any preferred stock designation, increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares then outstanding);
|
•
|
whether dividends, if any, will be cumulative or non-cumulative and the dividend rate of the series;
|
•
|
the dates at which dividends, if any, will be payable on shares of such series;
|
•
|
the redemption rights and price or prices, if any, for shares of the series;
|
•
|
the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series;
|
•
|
the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution, or winding-up of our affairs or other event;
|
•
|
whether the shares of the series will be convertible into shares of any other class or series, or any other security, of us or any other entity, and, if so, the specification of the other class or series or other security, the conversion price or prices or rate or rates, any rate adjustments, the date or dates as of which the shares will be convertible and all other terms and conditions upon which the conversion may be made;
|
•
|
restrictions on the issuance of shares of the same series or of any other class or series of our capital stock; and
|
•
|
the voting rights, if any, of the holders of the series.
|
•
|
prior to such time, our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
|
•
|
upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or
|
•
|
at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least 66⅔% of our outstanding voting stock that is not owned by the interested stockholder.
|
•
|
the provision requiring a 66⅔% supermajority vote for stockholders to amend our amended and restated bylaws;
|
•
|
the provisions providing for a classified board of directors (the election and term of our directors);
|
•
|
the provisions regarding resignation and removal of directors;
|
•
|
the provisions regarding competition and corporate opportunities;
|
•
|
the provisions regarding entering into business combinations with interested stockholders;
|
•
|
the provisions regarding stockholder action by written consent;
|
•
|
the provisions regarding calling special meetings of stockholders;
|
•
|
the provisions regarding filling vacancies on our board of directors and newly created directorships;
|
•
|
the provisions eliminating monetary damages for breaches of fiduciary duty by a director;
|
•
|
the provision regarding forum selection; and
|
•
|
the amendment provision requiring that the above provisions be amended only with a 66⅔% supermajority vote.
|
•
|
an individual citizen or resident of the United States;
|
•
|
a corporation (or any other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;
|
•
|
an estate the income of which is subject to United States federal income taxation regardless of its source; or
|
•
|
a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.
|
•
|
the gain is effectively connected with a trade or business of the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment of the non-U.S. holder);
|
•
|
the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or
|
•
|
we are or have been a “United States real property holding corporation” for United States federal income tax purposes and certain other conditions are met.
|
Name
|
|
Number of Shares
|
J.P. Morgan Securities LLC
|
|
|
Morgan Stanley & Co. LLC
|
|
|
Barclays Capital Inc.
|
|
|
Credit Suisse Securities (USA) LLC
|
|
|
BofA Securities, Inc.
|
|
|
Deutsche Bank Securities Inc.
|
|
|
RBC Capital Markets, LLC
|
|
|
UBS Securities LLC
|
|
|
Wells Fargo Securities, LLC
|
|
|
Canaccord Genuity LLC
|
|
|
JMP Securities LLC
|
|
|
Mizuho Securities USA LLC
|
|
|
Piper Sandler & Co.
|
|
|
Raymond James & Associates, Inc.
|
|
|
Stifel, Nicolaus & Company, Incorporated
|
|
|
SunTrust Robinson Humphrey, Inc.
|
|
|
Total:
|
|
|
|
|
|
Total
|
||||||||
|
Per Share
|
|
No Exercise
|
|
Full Exercise
|
||||||
Public offering price
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Underwriting discount to be paid by us
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Proceeds, before expenses, to us
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of our Class A common stock or any securities convertible into or exercisable or exchangeable for shares of our Class A common stock, including our Class B common stock (the “securities”), whether any such transaction is to be settled by delivery of such securities, in cash or otherwise;
|
•
|
enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise; or
|
•
|
in our case, publicly file any registration statement with the SEC relating to the offering of any such securities;
|
(a)
|
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
|
(b)
|
to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or
|
(c)
|
in any other circumstances falling within Article 3(2) of the Prospectus Directive;
|
(a)
|
it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of the shares of our Class A common stock in circumstances in which Section 21(1) of the FSMA does not apply to us; and
|
(b)
|
it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares of our Class A common stock in, from or otherwise involving the United Kingdom.
|
(a)
|
a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
|
(b)
|
a trust (where the trustee is not an accredited investor) the sole purpose of which is to hold investments and each beneficiary of the trust is an individual who is an accredited investor;
|
(1)
|
to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
|
(2)
|
where no consideration is or will be given for the transfer;
|
(3)
|
where the transfer is by operation of law;
|
(4)
|
as specified in Section 276(7) of the SFA; or
|
(5)
|
as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.
|
|
|
Audited Balance Sheet of ZoomInfo Technologies Inc.
|
|
F- 2
|
|
F- 3
|
|
F- 4
|
|
|
|
Audited Consolidated Financial Statements of DiscoverOrg Holdings, LLC (“ZoomInfo OpCo”) and Subsidiaries
|
|
F- 6
|
|
F- 7
|
|
F- 8
|
|
F- 9
|
|
F- 10
|
|
F- 11
|
|
|
|
Audited Consolidated Financial Statements of Zoom Information, Inc. (“Pre-Acquisition ZI”) and Subsidiaries
|
|
F- 42
|
|
F- 43
|
|
F- 44
|
|
F- 45
|
|
F- 46
|
|
F- 47
|
ZoomInfo Technologies Inc.
|
|||||||
Balance Sheet
|
|||||||
|
|
|
|
||||
($ in dollars)
|
|||||||
|
|
|
|
||||
|
December 31, 2019
|
|
November 14, 2019
|
||||
Assets
|
|
|
|
||||
Cash
|
$
|
1
|
|
|
$
|
1
|
|
Total Assets
|
$
|
1
|
|
|
$
|
1
|
|
|
|
|
|
||||
Stockholder’s Equity
|
|
|
|
||||
Class A Common Stock, par value $0.01 per share, 1,000 shares authorized, none issued and outstanding
|
$
|
—
|
|
|
$
|
—
|
|
Class B Common Stock, par value $0.01 per share, 1,000 shares authorized, 100 issued and outstanding
|
$
|
1
|
|
|
$
|
1
|
|
Total Stockholder’s Equity
|
$
|
1
|
|
|
$
|
1
|
|
DiscoverOrg Holdings, LLC
|
|
|
|
||||
Consolidated Balance Sheets
|
|
|
|
||||
|
|
|
|
||||
($ in millions)
|
|
|
|
||||
|
|
|
|
||||
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
41.4
|
|
|
$
|
9.0
|
|
Restricted cash
|
1.1
|
|
|
—
|
|
||
Accounts receivable
|
86.9
|
|
|
31.0
|
|
||
Prepaid expenses and other current assets
|
8.3
|
|
|
2.9
|
|
||
Deferred costs
|
6.6
|
|
|
1.8
|
|
||
Income tax receivable
|
3.9
|
|
|
0.1
|
|
||
Related party receivable
|
—
|
|
|
0.2
|
|
||
Total current assets
|
148.2
|
|
|
45.0
|
|
||
|
|
|
|
||||
Property and equipment, net
|
23.3
|
|
|
9.6
|
|
||
Operating lease right-of-use assets, net
|
36.8
|
|
|
—
|
|
||
Other assets:
|
|
|
|
||||
Intangible assets, net
|
370.6
|
|
|
88.7
|
|
||
Goodwill
|
966.8
|
|
|
445.7
|
|
||
Deferred costs, net of current portion
|
16.2
|
|
|
2.0
|
|
||
Total assets
|
1,561.9
|
|
|
591.0
|
|
||
|
|
|
|
||||
Liabilities, Series A Preferred Units, and Members' Deficit
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
7.9
|
|
|
1.9
|
|
||
Accrued expenses and other current liabilities
|
62.2
|
|
|
9.5
|
|
||
Unearned revenue, current portion
|
157.7
|
|
|
52.2
|
|
||
Income taxes payable
|
0.5
|
|
|
0.1
|
|
||
Related party payable
|
0.7
|
|
|
—
|
|
||
Current portion of operating lease liabilities
|
4.0
|
|
|
—
|
|
||
Current portion of long-term debt
|
8.7
|
|
|
1.9
|
|
||
Total current liabilities
|
241.7
|
|
|
65.6
|
|
||
|
|
|
|
||||
Unearned revenue, net of current portion
|
1.4
|
|
|
0.3
|
|
||
Operating lease liabilities, net of current portion
|
40.7
|
|
|
—
|
|
||
Long-term debt, net of current portion
|
1,194.6
|
|
|
631.8
|
|
||
Deferred tax liabilities
|
82.8
|
|
|
10.2
|
|
||
Other long-term liabilities
|
14.3
|
|
|
2.2
|
|
||
Total liabilities
|
1,575.5
|
|
|
710.1
|
|
||
|
|
|
|
||||
Series A Preferred Units
|
200.2
|
|
|
—
|
|
||
Commitments and contingencies
|
|
|
|
||||
|
|
|
|
||||
Members’ deficit:
|
|
|
|
||||
Members' equity (deficit)
|
(207.8
|
)
|
|
(119.1
|
)
|
||
Accumulated other comprehensive income (loss)
|
(6.0
|
)
|
|
—
|
|
||
Total equity (deficit)
|
(213.8
|
)
|
|
(119.1
|
)
|
||
|
|
|
|
||||
Total liabilities, Series A Preferred Units, and Members' Deficit
|
$
|
1,561.9
|
|
|
$
|
591.0
|
|
DiscoverOrg Holdings, LLC
|
|
|
|
||||
Consolidated Statements of Operations
|
|
|
|
||||
|
|
|
|
||||
($ in millions)
|
|
|
|
||||
|
|
|
|
||||
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenue
|
$
|
293.3
|
|
|
$
|
144.3
|
|
|
|
|
|
||||
Cost of service:
|
|
|
|
||||
Cost of service (1)
|
43.6
|
|
|
30.1
|
|
||
Amortization of acquired technology
|
25.0
|
|
|
7.7
|
|
||
Gross profit
|
224.7
|
|
|
106.5
|
|
||
|
|
|
|
||||
Operating expenses:
|
|
|
|
||||
Sales and marketing (1)
|
90.2
|
|
|
42.4
|
|
||
Research and development (1)
|
30.1
|
|
|
6.1
|
|
||
General and administrative (1)
|
35.1
|
|
|
20.8
|
|
||
Amortization of other acquired intangibles
|
17.6
|
|
|
7.0
|
|
||
Restructuring and transaction related expenses
|
15.6
|
|
|
3.6
|
|
||
Total operating expenses
|
188.6
|
|
|
79.9
|
|
||
Income from operations
|
36.1
|
|
|
26.6
|
|
||
|
|
|
|
||||
Interest expense, net
|
102.4
|
|
|
58.2
|
|
||
Loss on debt extinguishment
|
18.2
|
|
|
—
|
|
||
Other (income) expense, net
|
—
|
|
|
(0.1
|
)
|
||
Income (loss) before income taxes
|
(84.5
|
)
|
|
(31.5
|
)
|
||
|
|
|
|
||||
Benefit from income taxes
|
6.5
|
|
|
2.9
|
|
||
Net income (loss)
|
$
|
(78.0
|
)
|
|
$
|
(28.6
|
)
|
(1)
|
Amounts include equity-based compensation expense, as follows:
|
Cost of service
|
$
|
4.0
|
|
|
$
|
8.3
|
|
Sales and marketing
|
11.2
|
|
|
15.8
|
|
||
Research and development
|
4.7
|
|
|
1.1
|
|
||
General and administrative
|
5.2
|
|
|
7.5
|
|
||
Total equity-based compensation expense
|
$
|
25.1
|
|
|
$
|
32.7
|
|
DiscoverOrg Holdings, LLC
|
|||||||
Consolidated Statements of Comprehensive Loss
|
|||||||
|
|
|
|
||||
($ in millions)
|
|
|
|
||||
|
|
|
|
||||
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Net loss
|
$
|
(78.0
|
)
|
|
$
|
(28.6
|
)
|
Other comprehensive loss:
|
|
|
|
||||
Change in unrealized loss on interest rate swaps
|
(6.0
|
)
|
|
|
|||
Total other comprehensive income (loss)
|
(6.0
|
)
|
|
—
|
|
||
Comprehensive income (loss)
|
$
|
(84.0
|
)
|
|
$
|
(28.6
|
)
|
DiscoverOrg Holdings, LLC
|
|
|
|
|
|
||||||
Consolidated Statements of Changes in Members’ Deficit
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
($ in millions)
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
Members' Deficit
|
|
Accumulated Other Comprehensive Loss
|
|
Total Members’ Deficit
|
||||||
Balance, December 31, 2017
|
$
|
(29.8
|
)
|
|
$
|
—
|
|
|
$
|
(29.8
|
)
|
Member distributions
|
(93.4
|
)
|
|
—
|
|
|
(93.4
|
)
|
|||
Equity-based compensation
|
32.7
|
|
|
—
|
|
|
32.7
|
|
|||
Net income (loss)
|
(28.6
|
)
|
|
—
|
|
|
(28.6
|
)
|
|||
Balance, December 31, 2018
|
(119.1
|
)
|
|
—
|
|
|
(119.1
|
)
|
|||
Net income (loss)
|
(78.0
|
)
|
|
—
|
|
|
(78.0
|
)
|
|||
Equity-based compensation
|
25.1
|
|
|
—
|
|
|
25.1
|
|
|||
Member distributions
|
(16.5
|
)
|
|
—
|
|
|
(16.5
|
)
|
|||
Cash paid for unit repurchases
|
(11.9
|
)
|
|
—
|
|
|
(11.9
|
)
|
|||
Accrued unit repurchases
|
(5.6
|
)
|
|
—
|
|
|
(5.6
|
)
|
|||
Impact of adoption of new accounting standard (ASC 842)
|
(1.8
|
)
|
|
—
|
|
|
(1.8
|
)
|
|||
Other comprehensive income (loss)
|
—
|
|
|
(6.0
|
)
|
|
(6.0
|
)
|
|||
Balance, December 31, 2019
|
$
|
(207.8
|
)
|
|
$
|
(6.0
|
)
|
|
$
|
(213.8
|
)
|
DiscoverOrg Holdings, LLC
|
|
|
|
||||
Consolidated Statements of Cash Flows
|
|
|
|
||||
|
|
|
|
||||
($ in millions)
|
|
|
|
||||
|
|
|
|
||||
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(78.0
|
)
|
|
$
|
(28.6
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
48.7
|
|
|
17.3
|
|
||
Amortization of debt discounts and issuance costs
|
4.9
|
|
|
1.8
|
|
||
Amortization of deferred commissions costs
|
9.2
|
|
|
1.5
|
|
||
Asset impairments
|
1.1
|
|
|
—
|
|
||
Loss on early extinguishment of debt
|
9.4
|
|
|
—
|
|
||
Deferred consideration valuation adjustments
|
1.8
|
|
|
—
|
|
||
Equity-based compensation expense
|
25.1
|
|
|
32.7
|
|
||
Deferred income taxes
|
(7.2
|
)
|
|
(3.0
|
)
|
||
Paid-in-kind (PIK) accrued interest
|
—
|
|
|
16.4
|
|
||
Provision for bad debt expense
|
0.8
|
|
|
0.6
|
|
||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||
Accounts receivable
|
(34.5
|
)
|
|
(8.9
|
)
|
||
Prepaid expenses and other current assets
|
(3.2
|
)
|
|
0.6
|
|
||
Deferred costs and other assets
|
(27.8
|
)
|
|
(3.3
|
)
|
||
Income tax receivable
|
(1.9
|
)
|
|
1.9
|
|
||
Related party receivable
|
0.8
|
|
|
0.3
|
|
||
Accounts payable
|
5.1
|
|
|
(0.3
|
)
|
||
Accrued expenses and other liabilities
|
18.2
|
|
|
(0.2
|
)
|
||
Unearned revenue
|
71.9
|
|
|
15.0
|
|
||
Net cash provided by (used in) operating activities
|
44.4
|
|
|
43.8
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment and other assets
|
(13.6
|
)
|
|
(4.6
|
)
|
||
Cash paid for acquisitions, net of cash acquired
|
(723.1
|
)
|
|
(8.5
|
)
|
||
Net cash provided by (used in) investing activities
|
(736.7
|
)
|
|
(13.1
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Payments on long-term debt
|
(649.8
|
)
|
|
(3.7
|
)
|
||
Proceeds from long-term debt
|
1,220.8
|
|
|
67.3
|
|
||
Payments of debt issuance costs
|
(16.7
|
)
|
|
(0.1
|
)
|
||
Repurchase outstanding equity / member units
|
(11.9
|
)
|
|
—
|
|
||
Proceeds from preferred unit offering, net of transaction costs
|
200.2
|
|
|
—
|
|
||
Payments of deferred consideration
|
(0.3
|
)
|
|
—
|
|
||
Distributions to members
|
(16.5
|
)
|
|
(93.4
|
)
|
||
Net cash provided by (used in) financing activities
|
725.8
|
|
|
(29.9
|
)
|
||
|
|
|
|
||||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
33.5
|
|
|
0.8
|
|
||
Cash, cash equivalents, and restricted cash at beginning of year
|
9.0
|
|
|
8.2
|
|
||
Cash, cash equivalents, and restricted cash at end of year
|
$
|
42.5
|
|
|
$
|
9.0
|
|
|
|
|
|
||||
Supplemental disclosures of cash flow information
|
|
|
|
||||
Interest paid in cash:
|
$
|
95.0
|
|
|
$
|
40.2
|
|
|
|
|
|
||||
Supplemental disclosures of non-cash investing and financing activities:
|
|
|
|
||||
Deferred variable consideration from acquisition of a business
|
$
|
33.4
|
|
|
$
|
1.1
|
|
Accrued unit repurchases
|
$
|
5.6
|
|
|
$
|
—
|
|
(1)
|
identify the contract with a customer;
|
(2)
|
identify the performance obligations in the contract;
|
(3)
|
determine the transaction price;
|
(4)
|
allocate the transaction price; and
|
(5)
|
recognize revenue when or as the Company satisfies a performance obligation.
|
Level 1 -
|
Observable inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities
|
Level 2 -
|
Other inputs that are directly or indirectly observable in the marketplace
|
Level 3 -
|
Unobservable inputs that are supported by little or no market activity, including the Company’s own assumptions in determining fair value
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Accrued salaries, wages, and benefits(1)
|
$
|
42.6
|
|
|
$
|
6.0
|
|
Other
|
19.6
|
|
|
3.5
|
|
||
Total accrued expenses and other current liabilities
|
$
|
62.2
|
|
|
$
|
9.5
|
|
(1)
|
Includes $24.9 million of deferred consideration relating to the ZoomInfo acquisition.
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Business intelligence tools
|
$
|
289.3
|
|
|
$
|
143.4
|
|
Email verification service
|
4.0
|
|
|
0.9
|
|
||
Total Revenue
|
$
|
293.3
|
|
|
$
|
144.3
|
|
|
Current
|
|
Noncurrent
|
|
Total
|
||||||
As of December 31, 2018
|
$
|
111.9
|
|
|
$
|
43.2
|
|
|
$
|
155.1
|
|
As of December 31, 2019
|
$
|
266.6
|
|
|
$
|
74.1
|
|
|
$
|
340.7
|
|
Cash
|
$
|
8.3
|
|
Contingent earnout payments
|
0.2
|
|
|
Total purchase consideration
|
$
|
8.5
|
|
Developed technology
|
$
|
2.4
|
|
Unearned revenue
|
(0.2
|
)
|
|
Total identifiable net assets acquired
|
$
|
2.2
|
|
Goodwill
|
6.3
|
|
|
Total consideration
|
$
|
8.5
|
|
Contingent Earnout Payments
|
(0.2
|
)
|
|
Cash paid for acquisitions
|
$
|
8.3
|
|
Cash consideration
|
$
|
667.3
|
|
Liability for equity award settlement
|
25.2
|
|
|
Portion of replacement awards attributable to pre-acquisition service
|
27.9
|
|
|
Other purchase consideration liabilities
|
6.5
|
|
|
Deferred consideration
|
33.2
|
|
|
Total purchase consideration
|
$
|
760.1
|
|
Cash, cash equivalents, and restricted cash
|
$
|
12.1
|
|
Accounts receivable
|
22.1
|
|
|
Prepaid expenses and other assets
|
4.2
|
|
|
Property and equipment
|
6.3
|
|
|
Operating lease right-of-use Assets
|
28.6
|
|
|
Intangible assets
|
322.0
|
|
|
Accounts payable and other liabilities
|
(6.8
|
)
|
|
Lease liabilities
|
(28.6
|
)
|
|
Deferred tax liabilities
|
(80.1
|
)
|
|
Unearned revenue
|
(34.5
|
)
|
|
Total identifiable net assets acquired
|
245.3
|
|
|
Goodwill
|
514.8
|
|
|
Total consideration
|
$
|
760.1
|
|
Deferred consideration
|
(33.2
|
)
|
|
Cash acquired
|
(12.1
|
)
|
|
Cash paid for acquisitions, net of cash acquired
|
$
|
714.8
|
|
|
Fair Value
|
|
Weighted Average Useful Life
|
||
Brand portfolio
|
$
|
33.0
|
|
|
Indefinite
|
Developed technology
|
116.0
|
|
|
5.8 years
|
|
Customer relationships
|
173.0
|
|
|
15.0 years
|
|
Total intangible assets
|
$
|
322.0
|
|
|
|
|
Revenue
|
|
Loss Before Income Taxes
|
||
Supplemental pro forma from January 1, 2019 to December 31, 2019
|
334.1
|
|
|
(48.0
|
)
|
Supplemental pro forma from January 1, 2018 to December 31, 2018
|
205.6
|
|
|
(146.4
|
)
|
Cash
|
$
|
8.5
|
|
Contingent Earnout Payments
|
1.1
|
|
|
Total Purchase Consideration
|
$
|
9.6
|
|
Fixed assets
|
$
|
0.1
|
|
Brand portfolio
|
0.2
|
|
|
Developed technology
|
2.3
|
|
|
Customer relationships
|
1.1
|
|
|
Accrued expenses & unearned revenue
|
(0.1
|
)
|
|
Total identifiable net assets acquired
|
$
|
3.6
|
|
Goodwill
|
6.0
|
|
|
Total consideration, net of cash acquired
|
$
|
9.6
|
|
|
Fair Value
|
|
Useful Life
|
||
Brand portfolio
|
$
|
0.2
|
|
|
7 years
|
Developed technology
|
2.3
|
|
|
7 years
|
|
Customer relationships
|
1.1
|
|
|
5 years
|
|
December 31,
|
|
December 31,
|
||||
|
2019
|
|
2018
|
||||
Computer equipment
|
$
|
4.1
|
|
|
$
|
1.9
|
|
Furniture and fixtures
|
4.8
|
|
|
1.2
|
|
||
Leasehold improvements
|
5.0
|
|
|
2.0
|
|
||
Internal use developed software
|
19.7
|
|
|
10.3
|
|
||
Construction in progress
|
0.9
|
|
|
—
|
|
||
|
34.5
|
|
|
15.4
|
|
||
Less: accumulated depreciation
|
(11.2
|
)
|
|
(5.8
|
)
|
||
Property and equipment, net
|
$
|
23.3
|
|
|
$
|
9.6
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
|
Weighted Average Amortization Period in Years
|
|||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
|||||||
Customer relationships
|
$
|
268.6
|
|
|
$
|
(34.5
|
)
|
|
$
|
234.1
|
|
|
15.0
|
|
Acquired technology
|
163.9
|
|
|
(62.5
|
)
|
|
101.4
|
|
|
6.0
|
|
|||
Brand portfolio
|
4.6
|
|
|
(2.5
|
)
|
|
2.1
|
|
|
9.7
|
|
|||
Net intangible assets subject to amortization
|
$
|
437.1
|
|
|
$
|
(99.5
|
)
|
|
$
|
337.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Intangible assets not subject to amortization
|
|
|
|
|
|
|
|
|||||||
Pre-Acquisition ZI brand portfolio
|
|
|
|
|
$
|
33.0
|
|
|
|
|||||
Goodwill
|
|
|
|
|
$
|
966.8
|
|
|
|
|
Estimate Amortization Expense
|
||
For years ended December 31,
|
|
||
2020
|
$
|
40.8
|
|
2021
|
$
|
40.8
|
|
2022
|
$
|
40.7
|
|
2023
|
$
|
30.4
|
|
2024
|
$
|
28.9
|
|
Balance at January 1, 2018
|
$
|
439.7
|
|
Acquisition of Neverbounce
|
6.0
|
|
|
Balance at December 31, 2018
|
445.7
|
|
|
Acquisition of ZoomInfo
|
514.8
|
|
|
Acquisition of Komiko
|
6.3
|
|
|
Balance at December 31, 2019
|
$
|
966.8
|
|
|
2018
|
|
|
|||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
|
Weighted Average Amortization Period in Years
|
|||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
|||||||
Customer relationships
|
$
|
95.6
|
|
|
$
|
(17.4
|
)
|
|
$
|
78.2
|
|
|
14.9
|
|
Acquired technology
|
45.4
|
|
|
(37.5
|
)
|
|
7.9
|
|
|
3.9
|
|
|||
Brand portfolio
|
4.6
|
|
|
(2.0
|
)
|
|
2.6
|
|
|
9.7
|
|
|||
Net intangible assets subject to amortization
|
$
|
145.6
|
|
|
$
|
(56.9
|
)
|
|
$
|
88.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Intangible assets not subject to amortization
|
|
|
|
|
|
|
|
|||||||
Goodwill
|
|
|
|
|
$
|
445.7
|
|
|
|
For the year ending December 31,
|
2019
|
$
|
12.3
|
|
|
2020
|
7.5
|
|
|
|
2021
|
7.5
|
|
|
|
2022
|
7.5
|
|
|
|
2023
|
7.4
|
|
|
|
Thereafter
|
46.5
|
|
|
|
|
$
|
88.7
|
|
•
|
incur additional indebtedness;
|
•
|
create or incur liens;
|
•
|
engage in certain fundamental changes, including mergers or consolidations;
|
•
|
sell or transfer assets;
|
•
|
pay dividends and distributions on our subsidiaries’ capital stock;
|
•
|
make acquisitions, investments, loans or advances;
|
•
|
engage in certain transactions with affiliates; and
|
•
|
enter into negative pledge clauses and clauses restricting subsidiary distributions.
|
Instrument
|
|
Date of Issuance
|
|
Maturity Date
|
|
Elected Interest Rate
|
|
Carrying value as of December 31, 2019
|
|
Carrying value as of December 31, 2018
|
||||
First Lien Term Loan
|
|
February 2019
|
|
February 2026
|
|
LIBOR + 4.5%
|
|
$
|
841.6
|
|
|
$
|
—
|
|
First Lien Revolver
|
|
February 2019
|
|
February 2024
|
|
n/a
|
|
—
|
|
|
—
|
|
||
Second Lien Term Loan
|
|
February 2019
|
|
February 2027
|
|
LIBOR + 8.5%
|
|
361.7
|
|
|
—
|
|
||
Antares First Lien Term Loan
|
|
August 2017
|
|
August 2023
|
|
LIBOR + 4.5%
|
|
—
|
|
|
$
|
368.6
|
|
|
Goldman Second Lien Term Loan
|
|
February 2016
|
|
February 2024
|
|
LIBOR + 8.5%
|
|
—
|
|
|
147.4
|
|
||
Subordinated Term Loan
|
|
September 2017
|
|
September 2024
|
|
LIBOR + 12.5%
|
|
—
|
|
|
117.7
|
|
||
Total Carrying Value of Debt
|
|
|
|
|
|
|
|
$
|
1,203.3
|
|
|
$
|
633.7
|
|
less current portion
|
|
|
|
|
|
|
|
(8.7
|
)
|
|
(1.9
|
)
|
||
Total Long Term Debt
|
|
|
|
|
|
|
|
$
|
1,194.6
|
|
|
$
|
631.8
|
|
|
|
Contractual Maturity
|
|
Discounts and Issuance Costs
|
|
As Presented
|
||||||
For the year ended December 31,
|
2020
|
$
|
8.7
|
|
|
$
|
(5.3
|
)
|
|
$
|
3.4
|
|
|
2021
|
8.7
|
|
|
(5.8
|
)
|
|
2.9
|
|
|||
|
2022
|
8.7
|
|
|
(6.3
|
)
|
|
2.4
|
|
|||
|
2023
|
8.7
|
|
|
(3.8
|
)
|
|
4.9
|
|
|||
|
2024
|
8.7
|
|
|
(3.8
|
)
|
|
4.9
|
|
|||
|
Thereafter
|
1,185.0
|
|
|
(0.2
|
)
|
|
1,184.8
|
|
|||
|
|
$
|
1,228.5
|
|
|
$
|
(25.2
|
)
|
|
$
|
1,203.3
|
|
Interest Rate Derivatives
(Level 2)
|
|
Number of Instruments
|
|
Notional Aggregate Principal Amount
|
|
Interest Cap / Swap Rate
|
|
Maturity Date
|
|||
Interest rate cap contract
|
|
One
|
|
$
|
500.0
|
|
|
3.500
|
%
|
|
April 30, 2024
|
Interest rate swap contracts
|
|
Two
|
|
$
|
350.0
|
|
|
2.301
|
%
|
|
April 29, 2022
|
|
|
Unrealized Gains (Losses) Recognized in Other Comprehensive Income
|
||
Instrument
|
|
December 31, 2019
|
||
Accrued expenses and other current liabilities
|
|
$
|
2.6
|
|
Other long-term liabilities
|
|
3.4
|
|
|
Accumulated other comprehensive loss
|
|
$
|
6.0
|
|
Level 1 -
|
Observable inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities
|
Level 2 -
|
Other inputs that are directly or indirectly observable in the marketplace
|
Level 3 -
|
Unobservable inputs that are supported by little or no market activity, including the Company’s own assumptions in determining fair value
|
Fair Value at December 31, 2019
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
Measured on a recurring basis:
|
|
|
|
|
|
|
||||||
Derivative contract, net
|
|
$
|
—
|
|
|
$
|
(6.0
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Measured on a non-recurring basis:
|
|
|
|
|
|
|
||||||
Impaired right-of-use assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.4
|
|
Fair Value at December 31, 2018
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
Measured on a recurring basis:
|
|
|
|
|
|
|
||||||
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Measured on a non-recurring basis:
|
|
|
|
|
|
|
||||||
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Leases
|
|
Classification
|
|
Balance at December 31, 2019
|
||
Assets
|
|
|
|
|
||
Operating lease right-of-use assets, net
|
|
Operating lease assets
|
|
$
|
36.8
|
|
|
|
|
|
|
||
Liabilities
|
|
|
|
|
||
Current portion of operating lease liabilities
|
|
Operating lease assets
|
|
$
|
4.0
|
|
Operating lease liabilities, net of current portion
|
|
Operating lease assets
|
|
$
|
40.7
|
|
Supplemental Cash Flow Information (in millions)
|
|
Year ended December 31, 2019
|
||
Cash paid for amounts included in the measurement of operating lease liabilities
|
|
$
|
3.4
|
|
|
|
|
||
Lease liabilities arising from obtaining right-of-use assets(1)
|
|
|
||
From Zoom Information, Inc. acquisition
|
|
$
|
28.6
|
|
Other
|
|
$
|
3.8
|
|
|
|
|
(1)
|
Excludes lease liabilities arising from the adoption of Topic 842. Refer to Note 2.
|
|
|
Year ended December 31, 2019
|
|
Weighted Average Remaining Lease Term (in years)
|
|
8.6
|
|
|
|
|
|
Weighted Average Discount Rate
|
|
6.3
|
%
|
|
|
|
Year Ending December 31,
|
|
Operating Leases
|
||
2020
|
|
$
|
6.7
|
|
2021
|
|
7.5
|
|
|
2022
|
|
7.6
|
|
|
2023
|
|
7.2
|
|
|
2024
|
|
6.8
|
|
|
Thereafter
|
|
22.7
|
|
|
Total future minimum lease payments
|
|
$
|
58.5
|
|
less effects of discounting
|
|
13.8
|
|
|
Total lease liabilities
|
|
$
|
44.7
|
|
|
Contractual Payments Due
|
|
Expected Sub-Lease Payments
|
|
Net Expected Commitments
|
||||||
2019
|
$
|
2.1
|
|
|
$
|
(0.2
|
)
|
|
$
|
1.9
|
|
2020
|
2.0
|
|
|
(0.4
|
)
|
|
1.6
|
|
|||
2021
|
2.2
|
|
|
(0.5
|
)
|
|
1.7
|
|
|||
2022
|
2.2
|
|
|
(0.5
|
)
|
|
1.7
|
|
|||
2023
|
2.3
|
|
|
(0.6
|
)
|
|
1.7
|
|
|||
Thereafter
|
5.0
|
|
|
(1.5
|
)
|
|
3.5
|
|
|||
|
$
|
15.8
|
|
|
$
|
(3.7
|
)
|
|
$
|
12.1
|
|
(1)
|
Amounts are based on ASC 840, Leases that were superseded upon the Company’s adoption of ASC 842, Leases on January 1, 2019
|
Applicable Period
|
Redemption Price
|
Prior to the First Call Date
|
Present value as of the redemption date of liquidation value as of First Call Date multiplied by 104%
|
On or after the First Call Date and prior to the first anniversary of the First Call Date
|
Liquidation value as of the redemption date multiplied by 104%
|
On or after the first anniversary of the First Call Date and prior to the second anniversary of the First Call Date
|
Liquidation value as of the redemption date multiplied by 102%
|
On or after the second anniversary of the First Call Date
|
Liquidation value as of the redemption date
|
(A)
|
In June 2019, the Company began to apply a probability weighted expected return method, where equity values were calculated using an option pricing model under an IPO and non-IPO scenarios and each value was weighted based on estimated probability of occurrence. For common units, an estimated time until a liquidation event of 1.5 - 4.0 years and a marketability discount of 13% - 25% was used, depending on an IPO or non-IPO scenarios. As of December 31, 2019, an 80% weight was applied to an IPO scenario.
|
|
Common Units
|
|
Class P Units
|
||||||||||
(units in thousands)
|
Units
|
|
Weighted Avg Grant Date Fair Value/Unit
|
|
Units
|
|
Weighted Avg Grant Date Fair Value/Unit
|
||||||
Non-vested units at December 31, 2018
|
1,767
|
|
|
$
|
0.11
|
|
|
22,866
|
|
|
$
|
0.43
|
|
Granted
|
|
|
|
|
53,242
|
|
|
1.02
|
|
||||
Vested
|
(475
|
)
|
|
0.05
|
|
|
(1,122
|
)
|
|
1.06
|
|
||
Forfeited/Canceled
|
(376
|
)
|
|
0.04
|
|
|
(7,412
|
)
|
|
0.52
|
|
||
Non-vested units at December 31, 2019 (1)
|
916
|
|
|
$
|
0.43
|
|
|
67,574
|
|
|
$
|
0.88
|
|
(1)
|
During the year 99 units were modified when non-vested units were permitted to be retained by a separating employee without vesting or forfeiting as per the terms of the original agreement. The fair value of these Common units at the time of the modification was $2.62 per unit.
|
|
Year Ended
December 31, |
||||||
|
2019
|
|
2018
|
||||
Cost of service and Operating expenses include equity-based compensation expenses as follows:
|
|
|
|
||||
Cost of service
|
$
|
4.0
|
|
|
$
|
8.3
|
|
Sales and marketing
|
11.2
|
|
|
15.8
|
|
||
Research and development
|
4.7
|
|
|
1.1
|
|
||
General and administrative
|
5.2
|
|
|
7.5
|
|
||
Total equity-based compensation expense
|
$
|
25.1
|
|
|
$
|
32.7
|
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
United States
|
$
|
267.3
|
|
|
$
|
134.9
|
|
Rest of world
|
26.0
|
|
|
9.4
|
|
||
|
$
|
293.3
|
|
|
$
|
144.3
|
|
|
Year Ended
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Current tax provision
|
|
|
|
||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
State
|
$
|
0.5
|
|
|
$
|
0.1
|
|
Foreign
|
0.2
|
|
|
—
|
|
||
|
$
|
0.7
|
|
|
$
|
0.1
|
|
|
|
|
|
||||
Deferred tax provision
|
|
|
|
||||
Federal
|
$
|
(5.0
|
)
|
|
$
|
(2.0
|
)
|
State
|
(2.2
|
)
|
|
(1.0
|
)
|
||
|
$
|
(7.2
|
)
|
|
$
|
(3.0
|
)
|
|
|
|
|
||||
Expense (benefit) from income taxes
|
$
|
(6.5
|
)
|
|
$
|
(2.9
|
)
|
|
Year Ended
December 31,
|
||||
|
2019
|
|
2018
|
||
U.S. federal statutory income tax rate
|
21.0
|
%
|
|
21.0
|
%
|
State and local income taxes, net of federal benefit
|
1.6
|
%
|
|
5.8
|
%
|
Nontaxable partnerships
|
(14.8
|
)%
|
|
(17.4
|
)%
|
Other
|
0.5
|
%
|
|
(0.3
|
)%
|
Valuation allowance
|
(0.6
|
)%
|
|
—
|
%
|
Effective income tax rate
|
7.7
|
%
|
|
9.1
|
%
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Deferred tax assets
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
4.9
|
|
|
$
|
1.3
|
|
Interest expense carryforward
|
7.2
|
|
|
0.9
|
|
||
Credit carryforwards
|
1.3
|
|
|
—
|
|
||
Other
|
—
|
|
|
—
|
|
||
Total deferred tax assets
|
$
|
13.4
|
|
|
$
|
2.2
|
|
|
|
|
|
||||
Deferred tax liabilities
|
|
|
|
||||
Investment in DiscoverOrg Data LLC
|
94.0
|
|
|
12.4
|
|
||
Total deferred tax liabilities
|
94.0
|
|
|
12.4
|
|
||
|
|
|
|
||||
Less valuation allowance
|
2.2
|
|
|
—
|
|
||
Net deferred tax liability
|
$
|
82.8
|
|
|
$
|
10.2
|
|
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
10,873,046
|
|
|
$
|
9,691,793
|
|
Accounts receivable, net
|
21,614,693
|
|
|
28,204,910
|
|
||
Income tax receivable
|
1,017,936
|
|
|
1,017,936
|
|
||
Prepaid expenses and other current assets
|
5,152,429
|
|
|
6,986,862
|
|
||
Capitalized commissions
|
3,585,122
|
|
|
—
|
|
||
Total current assets
|
42,243,226
|
|
|
45,901,501
|
|
||
|
|
|
|
||||
Property and equipment, net
|
5,725,173
|
|
|
944,516
|
|
||
Intangible assets, net
|
55,187,215
|
|
|
56,004,377
|
|
||
Goodwill
|
168,916,468
|
|
|
168,916,468
|
|
||
Other assets
|
1,410,408
|
|
|
1,408,765
|
|
||
Total assets
|
$
|
273,482,490
|
|
|
$
|
273,175,627
|
|
Liabilities, Convertible Preferred Stock and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
1,118,101
|
|
|
$
|
2,250,947
|
|
Accrued expenses
|
4,151,226
|
|
|
6,975,959
|
|
||
Deferred revenue
|
65,782,029
|
|
|
64,832,159
|
|
||
Current maturities of long-term debt
|
1,431,000
|
|
|
1,431,000
|
|
||
Total current liabilities
|
72,482,356
|
|
|
75,490,065
|
|
||
|
|
|
|
||||
Deferred revenue, less current portion
|
2,481,803
|
|
|
2,702,845
|
|
||
Deferred tax liability
|
9,469,299
|
|
|
8,921,988
|
|
||
Long-term debt, less current portion
|
132,389,234
|
|
|
132,323,669
|
|
||
Total liabilities
|
216,822,692
|
|
|
219,438,567
|
|
||
Convertible Preferred stock:
|
|
|
|
||||
Series 1 convertible preferred stock: $0.02 par value; 80,000,000 shares designated; 53,944,487 shares issued and outstanding at January 31, 2019 and December 31, 2018, respectively (liquidation value of $90,074,418 as of January 31, 2019)
|
1,078,890
|
|
|
1,078,890
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock:
|
|
|
|
||||
Series A: $0.02 par value; 37,763,000 shares designated; 7,319,897 shares issued and outstanding at January 31, 2019 and December 31, 2018, respectively
|
146,398
|
|
|
146,398
|
|
||
Series B: $0.01 par value; 54,959,650 shares designated; 175,840 and 162,240 issued and outstanding at January 31, 2019 and December 31, 2018, respectively
|
1,758
|
|
|
1,622
|
|
||
Additional paid-in-capital
|
78,907,423
|
|
|
78,854,320
|
|
||
Accumulated deficit
|
(23,474,671
|
)
|
|
(26,344,170
|
)
|
||
Total stockholders’ equity
|
56,659,798
|
|
|
53,737,060
|
|
||
Total liabilities and stockholders’ equity
|
$
|
273,482,490
|
|
|
$
|
273,175,627
|
|
|
2019
|
|
2018
|
||||
Revenue
|
$
|
9,693,329
|
|
|
$
|
72,467,948
|
|
Operating expenses:
|
|
|
|
||||
Cost of revenue
|
926,744
|
|
|
9,076,689
|
|
||
Sales and marketing
|
3,338,127
|
|
|
40,259,914
|
|
||
Research and development
|
1,663,534
|
|
|
13,093,595
|
|
||
General and administrative
|
1,584,180
|
|
|
16,307,450
|
|
||
Depreciation and amortization
|
530,367
|
|
|
2,660,523
|
|
||
Loss on share redemption obligation
|
—
|
|
|
14,087,015
|
|
||
Gain on sale of property and equipment
|
—
|
|
|
72,943
|
|
||
Total operating expenses
|
8,042,952
|
|
|
95,558,129
|
|
||
|
|
|
|
||||
Income (loss) from operations
|
1,650,377
|
|
|
(23,090,181
|
)
|
||
Other income (expense):
|
|
|
|
||||
Other income, net
|
19,307
|
|
|
54,066
|
|
||
Interest expense
|
(1,024,625
|
)
|
|
(9,348,733
|
)
|
||
Income (loss) before income taxes
|
645,059
|
|
|
(32,384,848
|
)
|
||
Income tax benefit
|
(136,228
|
)
|
|
(4,912,625
|
)
|
||
Net income (loss)
|
$
|
781,287
|
|
|
$
|
(27,472,223
|
)
|
|
Series 1
Convertible Preferred Stock
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings (Accumulated Deficit)
|
|
Total Stockholders’ Equity
|
|||||||||||||||||||||||
|
|
|
Series A
|
|
Series B
|
|
|
|
|||||||||||||||||||||||||
|
Number of Shares
|
|
$0.02 Par Value
|
|
|
Number of Shares
|
|
$0.02 Par Value
|
|
Number of Shares
|
|
$0.01 Par Value
|
|
|
|
||||||||||||||||||
Balance at December 31, 2017
|
53,944,487
|
|
|
$
|
1,078,890
|
|
|
|
7,319,897
|
|
|
$
|
146,398
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
78,193,658
|
|
|
$
|
1,128,053
|
|
|
$
|
80,546,999
|
|
Exercise of stock options
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
162,240
|
|
|
1,622
|
|
|
92,477
|
|
|
—
|
|
|
94,099
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
568,185
|
|
|
—
|
|
|
568,185
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,472,223
|
)
|
|
(27,472,223
|
)
|
||||||
Balance at December 31, 2018
|
53,944,487
|
|
|
1,078,890
|
|
|
|
7,319,897
|
|
|
146,398
|
|
|
162,240
|
|
|
1,622
|
|
|
78,854,320
|
|
|
(26,344,170
|
)
|
|
53,737,060
|
|
||||||
Cumulative impact from the adoption of ASU No. 2014-19 (Note 3)
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,088,212
|
|
|
2,088,212
|
|
||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
13,600
|
|
|
136
|
|
|
7,752
|
|
|
—
|
|
|
7,888
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45,351
|
|
|
—
|
|
|
45,351
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
781,287
|
|
|
781,287
|
|
||||||
Balance at January 31, 2019
|
53,944,487
|
|
|
$
|
1,078,890
|
|
|
|
7,319,897
|
|
|
$
|
146,398
|
|
|
175,840
|
|
|
$
|
1,758
|
|
|
$
|
78,907,423
|
|
|
$
|
(23,474,671
|
)
|
|
$
|
56,659,798
|
|
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
781,287
|
|
|
$
|
(27,472,223
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Stock-based compensation
|
45,351
|
|
|
568,185
|
|
||
Depreciation and amortization
|
1,158,171
|
|
|
10,116,527
|
|
||
Amortization of debt issuance costs
|
65,565
|
|
|
537,814
|
|
||
Loss on share redemption obligation
|
—
|
|
|
14,087,015
|
|
||
Gain on sale of property and equipment
|
—
|
|
|
(72,943
|
)
|
||
Deferred income taxes
|
(208,911
|
)
|
|
(5,329,772
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
6,590,217
|
|
|
(15,771,980
|
)
|
||
Income tax receivable
|
—
|
|
|
(1,017,936
|
)
|
||
Prepaid expenses
|
1,834,433
|
|
|
(2,946,204
|
)
|
||
Capitalized commissions
|
(536,565
|
)
|
|
—
|
|
||
Other assets
|
(1,643
|
)
|
|
(1,211,167
|
)
|
||
Accounts payable
|
(1,132,846
|
)
|
|
228,383
|
|
||
Accrued expenses
|
(2,824,733
|
)
|
|
3,707,293
|
|
||
Deferred revenue
|
292,916
|
|
|
44,858,243
|
|
||
Net cash provided by operating activities
|
6,063,242
|
|
|
20,281,235
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(4,889,877
|
)
|
|
(762,615
|
)
|
||
Proceeds from sale of property and equipment
|
—
|
|
|
130,000
|
|
||
Settlement of share redemption obligation
|
—
|
|
|
(55,999,015
|
)
|
||
Acquisitions, net of cash acquired (Note 4)
|
—
|
|
|
(14,675,796
|
)
|
||
Net cash used in investing activities
|
(4,889,877
|
)
|
|
(71,307,426
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from long-term borrowings
|
—
|
|
|
63,100,000
|
|
||
Principal payments on long-term debt
|
—
|
|
|
(6,082,750
|
)
|
||
Payments of debt issuance costs
|
—
|
|
|
(1,576,079
|
)
|
||
Proceeds from exercise of stock options
|
7,888
|
|
|
94,099
|
|
||
Net cash provided by financing activities
|
7,888
|
|
|
55,535,270
|
|
||
Increase in cash and cash equivalents
|
1,181,253
|
|
|
4,509,079
|
|
||
Cash and cash equivalents, beginning of period
|
9,691,793
|
|
|
5,182,714
|
|
||
Cash and cash equivalents, end of period
|
$
|
10,873,046
|
|
|
$
|
9,691,793
|
|
|
|
|
|
||||
Supplemental disclosure of noncash activities:
|
|
|
|
||||
Cash paid for interest
|
$
|
—
|
|
|
$
|
8,738,030
|
|
Cash paid for income taxes
|
$
|
—
|
|
|
$
|
2,286,699
|
|
1.
|
Identify the contract with the customer;
|
2.
|
Identify the performance obligations in the contract;
|
3.
|
Determine the transaction price;
|
4.
|
Allocate the transaction price to the performance obligations in the contract; and
|
5.
|
Recognize revenue when (or as) each performance obligation is satisfied.
|
|
As Reported
|
|
Under ASC 605
|
|
Impact of ASC 606
|
||||||
Revenue
|
$
|
9,693,329
|
|
|
$
|
9,791,329
|
|
|
$
|
(98,000
|
)
|
Operating expenses
|
8,042,952
|
|
|
8,347,737
|
|
|
(304,785
|
)
|
|||
Income from operations
|
$
|
1,650,377
|
|
|
$
|
1,443,592
|
|
|
$
|
206,785
|
|
Loss before income taxes
|
$
|
645,059
|
|
|
$
|
438,274
|
|
|
$
|
206,785
|
|
Income tax benefit (provision)
|
(136,228
|
)
|
|
619,994
|
|
|
(756,222
|
)
|
|||
Net loss
|
$
|
781,287
|
|
|
$
|
(181,720
|
)
|
|
$
|
963,007
|
|
Deferred revenue, as of January 1, 2019
|
$
|
67,535,004
|
|
ASC 606 adjustments
|
435,912
|
|
|
Billings
|
9,986,245
|
|
|
Revenue recognized
|
(9,693,329
|
)
|
|
Deferred revenue, January 31, 2019
|
$
|
68,263,832
|
|
Current assets
|
$
|
501,311
|
|
Current liabilities
|
(416,364
|
)
|
|
Property and equipment
|
118,894
|
|
|
Fair value of assets acquired and liabilities assumed
|
$
|
203,841
|
|
Accounts receivable
|
$
|
323,070
|
|
Prepaid expenses and other current assets
|
194,104
|
|
|
Tradenames
|
80,000
|
|
|
Developed technology
|
430,000
|
|
|
Customer relationships
|
1,260,000
|
|
|
Non-competition agreements
|
220,000
|
|
|
Accrued expenses
|
(650,416
|
)
|
|
Accounts payable
|
(127,365
|
)
|
|
Deferred revenue
|
(1,000,000
|
)
|
|
Goodwill
|
13,742,562
|
|
|
Fair value of assets acquired and liabilities assumed
|
$
|
14,471,955
|
|
|
2019
|
|
2018
|
||||
Computer software and equipment
|
$
|
1,766,809
|
|
|
$
|
1,398,137
|
|
Leasehold improvements
|
1,684,108
|
|
|
169,537
|
|
||
Furniture and fixtures
|
3,069,958
|
|
|
63,324
|
|
||
|
6,520,875
|
|
|
1,630,998
|
|
||
Less: accumulated depreciation
|
(795,702
|
)
|
|
(686,482
|
)
|
||
|
$
|
5,725,173
|
|
|
$
|
944,516
|
|
|
Amortization Period
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying
Amount
|
||||||
Trade names
|
2-7 years
|
|
$
|
7,114,000
|
|
|
$
|
(1,496,415
|
)
|
|
$
|
5,617,585
|
|
Developed technology
|
4-7 years
|
|
52,413,000
|
|
|
(10,990,951
|
)
|
|
41,422,049
|
|
|||
Customer relationships
|
5-9 years
|
|
$
|
9,379,000
|
|
|
$
|
(1,424,210
|
)
|
|
$
|
7,954,790
|
|
Non-competition agreements
|
3 years
|
|
220,000
|
|
|
(27,209
|
)
|
|
192,791
|
|
|||
Total intangibles
|
|
|
$
|
69,126,000
|
|
|
$
|
(13,938,785
|
)
|
|
$
|
55,187,215
|
|
|
Amortization Period
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying
Amount
|
||||||
Trade names
|
2-7 years
|
|
$
|
7,114,000
|
|
|
$
|
(1,409,343
|
)
|
|
$
|
5,704,657
|
|
Developed technology
|
4-7 years
|
|
52,413,000
|
|
|
(10,363,148
|
)
|
|
42,049,852
|
|
|||
Customer relationships
|
5-9 years
|
|
$
|
9,379,000
|
|
|
$
|
(1,328,034
|
)
|
|
8,050,966
|
|
|
Non-competition agreements
|
3 years
|
|
220,000
|
|
|
(21,098
|
)
|
|
198,902
|
|
|||
Total intangibles
|
|
|
$
|
69,126,000
|
|
|
$
|
(13,121,623
|
)
|
|
$
|
56,004,377
|
|
2019
|
$
|
8,988,782
|
|
2020
|
9,795,035
|
|
|
2021
|
9,744,647
|
|
|
2022
|
9,662,750
|
|
|
2023
|
9,512,618
|
|
|
Thereafter
|
7,483,383
|
|
|
|
$
|
55,187,215
|
|
Balance as of December 31, 2017
|
$
|
63,482,049
|
|
Addition of Datanyze intangible assets
|
1,990,000
|
|
|
Amortization expense
|
(9,467,672
|
)
|
|
Balance as of December 31, 2018
|
56,004,377
|
|
|
Amortization expense
|
(817,162
|
)
|
|
Balance as of January 31, 2019
|
$
|
55,187,215
|
|
Balance as of December 31, 2017
|
$
|
155,173,906
|
|
Acquisition of Datanyze
|
13,742,562
|
|
|
Balance as of December 31, 2018 and January 31, 2019
|
$
|
168,916,468
|
|
|
Number of
Options
|
|
Weighted Average Exercise Price
|
||||
Outstanding at December 31, 2017
|
$
|
—
|
|
|
$
|
—
|
|
Granted
|
10,967,000
|
|
|
1.50
|
|
||
Exercised
|
(162,240
|
)
|
|
0.58
|
|
||
Canceled
|
(302,580
|
)
|
|
2.26
|
|
||
Outstanding at December 31, 2018
|
$
|
10,502,180
|
|
|
$
|
0.58
|
|
Granted
|
—
|
|
|
—
|
|
||
Exercised
|
(13,600
|
)
|
|
0.58
|
|
||
Canceled
|
(4,520
|
)
|
|
0.58
|
|
||
Outstanding at January 31, 2019
|
$
|
10,484,060
|
|
|
$
|
0.58
|
|
|
2019
|
|
2018
|
||||
Current tax expense:
|
|
|
|
||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
State
|
72,682
|
|
|
257,276
|
|
||
|
72,682
|
|
|
257,276
|
|
||
Deferred tax benefit
|
|
|
|
||||
Federal
|
(453,891
|
)
|
|
(2,922,971
|
)
|
||
State
|
244,981
|
|
|
(2,246,930
|
)
|
||
|
(208,910
|
)
|
|
(5,169,901
|
)
|
||
Income tax benefit
|
$
|
(136,228
|
)
|
|
$
|
(4,912,625
|
)
|
|
2019
|
|
2018
|
||||
Net operating loss carryforwards
|
$
|
221,864
|
|
|
$
|
472,081
|
|
Research and development tax credit carryforwards
|
2,101,617
|
|
|
1,702,844
|
|
||
Accrued expenses
|
(988,311
|
)
|
|
(49,140
|
)
|
||
Other temporary differences
|
(20,552
|
)
|
|
(37,942
|
)
|
||
Intangible assets
|
(12,500,882
|
)
|
|
(12,690,821
|
)
|
||
Interest limitation
|
1,037,671
|
|
|
896,713
|
|
||
Deferred revenue
|
679,264
|
|
|
784,277
|
|
||
Net deferred tax liability
|
$
|
(9,469,299
|
)
|
|
$
|
(8,921,988
|
)
|
2019
|
$
|
1,360,566
|
|
2020
|
3,043,396
|
|
|
2021
|
3,186,723
|
|
|
2022
|
3,186,723
|
|
|
2023
|
3,186,723
|
|
|
Thereafter
|
22,572,621
|
|
|
|
$
|
36,536,752
|
|
|
|
|
||||||||
|
||||||||||
|
||||||||||
|
||||||||||
|
||||||||||
|
||||||||||
|
||||||||||
|
||||||||||
|
||||||||||
|
||||||||||
|
||||||||||
|
||||||||||
|
||||||||||
Through and including , (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.
|
||||||||||
|
Filing Fee—Securities and Exchange Commission
|
$
|
64,900
|
|
Fee—Financial Industry Regulatory Authority, Inc.
|
75,500
|
|
|
Listing Fee—Nasdaq.
|
*
|
|
|
Fees of Transfer Agent
|
*
|
|
|
Fees and Expenses of Counsel
|
*
|
|
|
Fees and Expenses of Accountants
|
*
|
|
|
Printing Expenses
|
*
|
|
|
Miscellaneous Expenses
|
*
|
|
|
Total
|
*
|
|
*
|
To be provided by amendment.
|
(1)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
|
(2)
|
The undersigned registrant hereby undertakes that:
|
(A)
|
For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
|
(B)
|
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
Exhibit No.
|
|
Description
|
1.1
|
|
Form of Underwriting Agreement*
|
3.1
|
|
Form of Amended and Restated Certificate of Incorporation of the Registrant*
|
3.2
|
|
Form of Amended and Restated Bylaws of the Registrant*
|
5.1
|
|
Opinion of Simpson Thacher & Bartlett LLP*
|
10.1
|
|
Form of Amended and Restated Limited Liability Company Agreement of ZoomInfo OpCo*
|
10.2
|
|
Form of Amended and Restated Limited Liability Company Agreement of ZoomInfo HoldCo*
|
10.3
|
|
Form of Tax Receivable Agreement*
|
10.4
|
|
Form of Registration Rights Agreement*
|
10.5
|
|
Form of Stockholders Agreement*
|
10.6
|
|
Form of Indemnification Agreement*
|
10.7
|
|
Form of 2020 Plan†*
|
10.8
|
|
Employee Stock Purchase Plan†*
|
10.9
|
|
Forms of equity award agreements under 2020 Plan†*
|
10.10
|
|
|
10.11
|
|
|
10.12
|
|
|
10.13
|
|
|
10.14
|
|
|
10.15
|
|
|
10.16
|
|
|
10.17
|
|
|
10.18
|
|
|
10.19
|
|
|
10.20
|
|
|
10.21
|
|
Exhibit No.
|
|
Description
|
10.22
|
|
Employment agreements with other named executive officers†*
|
10.23
|
|
|
10.24
|
|
|
10.25
|
|
|
10.26
|
|
|
10.27
|
|
|
21.1
|
|
|
23.1
|
|
|
23.2
|
|
|
23.3
|
|
|
23.4
|
|
Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1)*
|
24.1
|
|
*
|
To be filed by amendment.
|
†
|
Management contract or compensatory plan or arrangement.
|
ZOOMINFO TECHNOLOGIES INC.
|
|
|
|
By:
|
/s/ Henry Schuck
|
|
Name: Henry Schuck
Title: Chief Executive Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Henry Schuck
|
|
Chief Executive Officer and Chairman of the Board of Directors
(principal executive officer)
|
Henry Schuck
|
|
|
|
|
|
/s/ Todd Crockett
|
|
Director
|
Todd Crockett
|
|
|
|
|
|
/s/ Mitesh Dhruv
|
|
Director
|
Mitesh Dhruv
|
|
|
|
|
|
/s/ Ashley Evans
|
|
Director
|
Ashley Evans
|
|
|
|
|
|
/s/ Mark Mader
|
|
Director
|
Mark Mader
|
|
|
|
|
|
/s/ Patrick McCarter
|
|
Director
|
Patrick McCarter
|
|
|
|
|
|
/s/ Jason Mironov
|
|
Director
|
Jason Mironov
|
|
|
|
|
|
/s/ D. Randall Winn
|
|
Director
|
D. Randall Winn
|
|
|
|
|
|
/s/ Cameron Hyzer
|
|
Chief Financial Officer
(principal financial officer)
|
Cameron Hyzer
|
|
|
|
|
|
/s/ David Reid
|
|
Vice President of Accounting and Controller
(principal accounting officer)
|
David Reid
|
|
|
|
|
Page
|
|
|
|
|
|
|
ARTICLE I. Definitions and Accounting Terms
|
1
|
|
|
|
|
|
|
Section 1.01
|
Defined Terms
|
1
|
|
Section 1.02
|
Other Interpretive Provisions
|
76
|
|
Section 1.03
|
Accounting Term
|
78
|
|
Section 1.04
|
Rounding
|
79
|
|
Section 1.05
|
References to Agreements and Laws
|
79
|
|
Section 1.06
|
Times of Day
|
79
|
|
Section 1.07
|
Timing of Payment or Performance
|
79
|
|
Section 1.08
|
Currency Equivalents Generally
|
79
|
|
Section 1.09
|
Letter of Credit Amounts
|
80
|
|
Section 1.10
|
Pro Forma Calculations
|
80
|
|
Section 1.11
|
Calculation of Baskets
|
80
|
|
|
|
|
|
ARTICLE II. The Commitments and Credit Extensions
|
80
|
|
|
|
|
|
|
Section 2.01
|
The Loans
|
80
|
|
Section 2.02
|
Borrowings, Conversions and Continuations of Loans
|
81
|
|
Section 2.03
|
Letters of Credit
|
83
|
|
Section 2.04
|
[Reserved]
|
90
|
|
Section 2.05
|
Prepayments
|
90
|
|
Section 2.06
|
Termination or Reduction of Commitments
|
95
|
|
Section 2.07
|
Repayment of Loans
|
96
|
|
Section 2.08
|
Interest
|
97
|
|
Section 2.09
|
Fees
|
98
|
|
Section 2.10
|
Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate
|
98
|
|
Section 2.11
|
Evidence of Indebtedness
|
98
|
|
Section 2.12
|
Payments Generally; Administrative Agent’s Clawback
|
99
|
|
Section 2.13
|
Sharing of Payments
|
100
|
|
Section 2.14
|
Incremental Facilities
|
101
|
|
Section 2.15
|
Incremental Equivalent Debt
|
105
|
|
Section 2.16
|
Cash Collateral
|
107
|
|
Section 2.17
|
Defaulting Lenders
|
108
|
|
Section 2.18
|
Specified Refinancing Debt
|
109
|
|
Section 2.19
|
Extension of Term Loans and Revolving Credit Commitments
|
111
|
|
Section 2.20
|
Permitted Debt Exchanges
|
114
|
|
Section 2.21
|
Additional Currencies
|
115
|
|
|
|
|
|
ARTICLE III. Taxes, Increased Costs Protection and Illegality
|
115
|
|
|
|
|
|
|
Section 3.01
|
Taxes
|
115
|
|
Section 3.02
|
[Reserved]
|
119
|
|
Section 3.03
|
Illegality
|
119
|
|
Section 3.04
|
Inability to Determine Rates
|
119
|
|
Section 3.05
|
Increased Cost and Reduced Return; Capital Adequacy and Liquidity
Requirements
|
119
|
|
Section 3.06
|
Funding Losses
|
120
|
|
Section 3.07
|
Matters Applicable to All Requests for Compensation
|
121
|
|
Section 3.08
|
Replacement of Lenders under Certain Circumstances
|
122
|
|
|
|
|
|
ARTICLE IV. Conditions Precedent to Credit Extensions
|
123
|
|
Section 4.01
|
Conditions to the Initial Credit Extension on the Closing Date
|
123
|
|
Section 4.02
|
Conditions to All Credit Extensions
|
125
|
|
|
|
|
|
ARTICLE V. Representations and Warranties
|
126
|
|
|
|
|
|
|
Section 5.01
|
Existence, Qualification and Power; Compliance with Laws
|
126
|
|
Section 5.02
|
Authorization; No Contravention
|
126
|
|
Section 5.03
|
Governmental Authorization; Other Consents
|
126
|
|
Section 5.04
|
Binding Effect
|
126
|
|
Section 5.05
|
Financial Statements; No Material Adverse Effect
|
126
|
|
Section 5.06
|
Litigation
|
127
|
|
Section 5.07
|
Use of Proceeds
|
127
|
|
Section 5.08
|
Ownership of Property; Liens
|
127
|
|
Section 5.09
|
Environmental Compliance
|
128
|
|
Section 5.10
|
Taxes
|
128
|
|
Section 5.11
|
Employee Benefits Plans
|
128
|
|
Section 5.12
|
Subsidiaries; Capital Stock
|
129
|
|
Section 5.13
|
Margin Regulations; Investment Company Act
|
129
|
|
Section 5.14
|
Disclosure
|
130
|
|
Section 5.15
|
Compliance with Laws
|
130
|
|
Section 5.16
|
Intellectual Property; Licenses, Etc.
|
130
|
|
Section 5.17
|
Solvency
|
130
|
|
Section 5.18
|
Perfection, Etc
|
130
|
|
Section 5.19
|
Sanctions; OFAC
|
131
|
|
Section 5.20
|
Anti-Corruption Laws
|
131
|
|
|
|
|
|
ARTICLE VI. Affirmative Covenants
|
131
|
|
|
|
|
|
|
Section 6.01
|
Financial Statements
|
132
|
|
Section 6.02
|
Certificates; Other Information
|
133
|
|
Section 6.03
|
Notices
|
135
|
|
Section 6.04
|
Payment of Taxes
|
135
|
|
Section 6.05
|
Preservation of Existence, Etc.
|
135
|
|
Section 6.06
|
Maintenance of Properties
|
135
|
|
Section 6.07
|
Maintenance of Insurance
|
135
|
|
Section 6.08
|
Compliance with Laws
|
136
|
|
Section 6.09
|
Books and Records
|
136
|
|
Section 6.10
|
Inspection Rights
|
136
|
|
Section 6.11
|
Use of Proceeds
|
137
|
|
Section 6.12
|
Covenant to Guarantee Obligations and Give Security
|
137
|
|
Section 6.13
|
Compliance with Environmental Laws
|
138
|
|
Section 6.14
|
Further Assurances
|
138
|
|
Section 6.15
|
Maintenance of Ratings
|
140
|
|
Section 6.16
|
Post-Closing Undertakings
|
140
|
|
Section 6.17
|
No Change in Line of Business
|
140
|
|
Section 6.18
|
Transactions with Affiliates
|
140
|
|
Section 6.19
|
Lender Conference Calls
|
143
|
|
|
|
|
|
ARTICLE VII. Negative Covenants
|
143
|
|
|
|
|
|
|
Section 7.01
|
Indebtedness
|
143
|
|
Section 7.02
|
Limitations on Liens
|
151
|
|
Section 7.03
|
Fundamental Changes
|
151
|
|
Section 7.04
|
Asset Sales
|
152
|
|
Section 7.05
|
Restricted Payments
|
153
|
|
Section 7.06
|
Burdensome Agreements
|
160
|
|
Section 7.07
|
Accounting Changes
|
162
|
|
Section 7.08
|
Financial Covenant
|
162
|
|
Section 7.09
|
Holding Company
|
162
|
|
Section 7.10
|
Restriction on IP Rights
|
163
|
|
|
|
|
|
ARTICLE VII1. Events of Default and Remedies
|
163
|
|
|
|
|
|
|
Section 8.01
|
Events of Default
|
163
|
|
Section 8.02
|
Remedies Upon Event of Default
|
166
|
|
Section 8.03
|
Right to Cure
|
166
|
|
Section 8.04
|
Application of Funds
|
167
|
|
|
|
|
|
ARTICLE IX. Administrative Agent and Other Agents
|
169
|
|
|
|
|
|
|
Section 9.01
|
Appointment and Authorization of Agents
|
169
|
|
Section 9.02
|
Delegation of Duties
|
170
|
|
Section 9.03
|
Liability of Agents
|
170
|
|
Section 9.04
|
Reliance by Agents
|
171
|
|
Section 9.05
|
Notice of Default
|
172
|
|
Section 9.06
|
Credit Decision; Disclosure of Information by Agents
|
172
|
|
Section 9.07
|
Indemnification of Agents
|
172
|
|
Section 9.08
|
Agents in Their Individual Capacities
|
173
|
|
Section 9.09
|
Successor Agents
|
173
|
|
Section 9.10
|
Administrative Agent May File Proofs of Claim
|
174
|
|
Section 9.11
|
Collateral and Guaranty Matters
|
175
|
|
Section 9.12
|
Other Agents; Arranger and Managers
|
176
|
|
Section 9.13
|
Secured Cash Management Agreements and Secured Hedge Agreements
|
176
|
|
Section 9.14
|
Appointment of Supplemental Agents, Incremental Arrangers, Incremental
Equivalent Debt Arrangers and Specified Refinancing Agents |
176
|
|
Section 9.15
|
Intercreditor Agreement
|
178
|
|
Section 9.16
|
Withholding Tax
|
178
|
|
Section 9.17
|
Certain ERISA Matters
|
178
|
|
|
|
|
|
ARTICLE X. Miscellaneous
|
179
|
|
|
|
|
|
|
Section 10.01
|
Amendments, Etc
|
179
|
|
Section 10.02
|
Notices; Electronic Communications
|
181
|
|
Section 10.03
|
No Waiver; Cumulative Remedies; Enforcement
|
183
|
|
Section 10.04
|
Expenses
|
183
|
|
Section 10.05
|
Indemnification by the Borrower
|
184
|
|
Section 10.06
|
Payments Set Aside
|
185
|
|
Section 10.07
|
Successors and Assigns
|
185
|
|
Section 10.08
|
Confidentiality
|
191
|
|
Section 10.09
|
Setoff
|
192
|
|
Section 10.10
|
Interest Rate Limitation
|
193
|
|
Section 10.11
|
Counterparts
|
193
|
|
Section 10.12
|
Integration; Effectiveness
|
193
|
|
Section 10.13
|
Survival of Representations and Warranties
|
193
|
|
Section 10.14
|
Severability
|
193
|
|
Section 10.15
|
Governing Law; Jurisdiction; Etc.
|
194
|
|
Section 10.16
|
Service of Process
|
194
|
|
Section 10.17
|
Waiver of Right to Trial by Jury
|
194
|
|
Section 10.18
|
Binding Effect
|
195
|
|
Section 10.19
|
No Advisory or Fiduciary Responsibility
|
195
|
|
Section 10.20
|
Affiliate Activities.
|
195
|
|
Section 10.21
|
Electronic Execution of Assignments and Certain Other Documents
|
195
|
|
Section 10.22
|
USA PATRIOT Act
|
196
|
|
Section 10.23
|
Judgment Currency
|
196
|
|
Section 10.24
|
Acknowledgement and Consent to Bail-In of EEA Financial Institutions
|
196
|
|
1
|
Guarantors
|
1.01(e)
|
Contracts Prohibiting Subsidiary Guarantees
|
2.01
|
Commitments and Pro Rata Shares
|
5.03
|
Governmental Authorizations; Other Consents
|
5.08
|
Material Real Property
|
5.12
|
Subsidiaries and Other Equity Investments
|
5.16
|
Intellectual Property Matters
|
6.16
|
Post-Closing Undertakings
|
7.01
|
Closing Date Indebtedness
|
7.02
|
Closing Date Liens
|
7.05
|
Closing Date Investments
|
10.02
|
Administrative Agent’s Office, Certain Addresses for Notices
|
A-1
|
Committed Loan Notice
|
A-2
|
Request for L/C Credit Extension
|
B-1
|
Term Note
|
B-2
|
Revolving Credit Note
|
C
|
Compliance Certificate
|
D-1
|
Assignment and Assumption
|
D-2
|
Affiliate Lender Assignment and Assumption
|
D-3
|
Administrative Questionnaire
|
E-1
|
Holdings Guaranty
|
E-2
|
Subsidiary Guaranty F Security Agreement G Solvency Certificate
|
H
|
Intercompany Subordination Agreement
|
I-1
|
U.S. Tax Compliance Certificate
|
I-2
|
U.S. Tax Compliance Certificate
|
I-3
|
U.S. Tax Compliance Certificate
|
I-4
|
U.S. Tax Compliance Certificate
|
J
|
Optional Prepayment of Loans
|
K
|
First Lien/Second Lien Intercreditor Agreement
|
L
|
Perfection Certificate
|
Applicable Commitment Fee
|
||
Pricing Level
|
Consolidated First Lien Net
Leverage Ratio
|
Applicable
Commitment Fee
|
1
|
Equal to or less than
3.90:1.00
|
0.125%
|
2
|
Equal to or less than
4.40:1.00 and greater than
3.90:1.00
|
0.375%
|
3
|
Greater than 4.40:1.00
|
0.50%
|
Applicable Rate
|
|||
Pricing Level
|
Consolidated First Lien
Net Leverage Ratio
|
Eurocurrency
Rate Loans
|
Base Rate Loans
|
1
|
Greater than 4.40:1.00
|
4.50%
|
3.50%
|
2
|
Equal to or less than 4.40:1.00
|
4.25%
|
3.25%
|
|
DISCOVERORG, LLC. as the Borrower
|
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
Name:
|
Anthony Stark
|
|
Title:
|
Vice President and Secretary
|
|
|
|
|
DISCOVERORG MIDCO, LLC. as Holdings
|
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
Name:
|
Anthony Stark
|
|
Title:
|
Vice President and Secretary
|
|
MORGAN STANLEY SENIOR FUNDING, INC., as
Administrative Agent, Collateral Agent, an L/C Issuer and a Lender
|
|
|
|
|
|
By:
|
/s/ Jonathon Rauen
|
|
Name:
|
Jonathon Rauen
|
|
Title:
|
Authorized Signatory
|
|
BARCLAYS BANK PLC, as an L/C Issuer and a Lender
|
|
|
|
|
|
By:
|
/s/ Craig Malloy
|
|
Name:
|
Craig Malloy
|
|
Title:
|
Director
|
|
ANTARES HOLDINGS LP, as a Lender
By: Antares Holdings GP Inc., its general partner
|
|
|
|
|
|
By:
|
/s/ Mark Jarosz
|
|
Name:
|
Mark Jarosz
|
|
Its:
|
Duly Authorized Signatory
|
Applicable Rate
|
|||
Pricing Level
|
Consolidated First Lien Net Leverage Ratio
|
Eurocurrency Rate Loans
|
Base Rate Loans
|
1
|
Greater than 4.40:1.00
|
4.00%
|
3.00%
|
2
|
Equal to or less than 4.40:1.00
|
3.75%
|
2.75%
|
|
DISCOVERORG MIDCO, LLC, as Holdings
|
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
Name:
|
Anthony Stark
|
|
Title:
|
Vice President and Secretary
|
|
|
|
|
DISCOVERORG, LLC, as the Borrower
|
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
Name:
|
Anthony Stark
|
|
Title:
|
Vice President and Secretary
|
|
|
|
|
CLOUD VIRTUAL, LLC
|
|
|
DATANYZE, LLC
|
|
|
DISCOVERORG ACQUISITION (KOMIKO), LLC
|
|
|
DISCOVERORG ACQUISITION (TELLWISE), LLC
|
|
|
DISCOVERORG ACQUISITION COMPANY LLC
|
|
|
DISCOVERORG DATA, LLC
|
|
|
NEVERBOUNCE, LLC
|
|
|
RK MIDCO, LLC
|
|
|
RKSI ACQUISITION CORPORATION ZEBRA ACQUISITION CORPORATION,
|
|
|
each as a Guarantor
|
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
Name:
|
Anthony Stark
|
|
Title:
|
Vice President and Secretary
|
|
MORGAN STANLEY SENIOR FUNDING,
INC., as Administrative Agent, Collateral Agent
and Revolving Credit Lender
|
|
|
|
|
|
By:
|
/s/ Andrew Earls
|
|
Name:
|
Andrew Earls
|
|
Title:
|
Authorized Signatory
|
|
MORGAN STANLEY BANK, N.A., as the New
Term Loan Lender
|
|
|
|
|
|
By:
|
/s/ Andrew Earls
|
|
Name:
|
Andrew Earls
|
|
Title:
|
Authorized Signatory
|
|
ANTARES HOLDINGS LP, as a Revolving
Credit Lender
By: Antares Holdings GP Inc., its general partner
|
|
|
|
|
|
By:
|
/s/ Mark Jarosz
|
|
Name:
|
Mark Jarosz
|
|
Title:
|
Its Duly Authorized Signatory
|
|
BARCLAYS BANK PLC, as a Revolving
Credit Lender
|
|
|
|
|
|
By:
|
/s/ Martin Corrigan
|
|
Name:
|
Martin Corrigan
|
|
Title:
|
Vice President
|
|
1199SEIU Health Care Employees Pension Fund
as a Term Lender
By: Crescent Capital Group LP, its adviser
|
|
|
|
|
|
By:
|
/s/ Alex Slavtchev
|
|
Name:
|
Alex Slavtchev
|
|
Title:
|
Assistant Vice President
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
/s/ Zachary Nuzzi
|
|
Name:
|
Zachary Nuzzi
|
|
Title:
|
Assistant Vice President
|
|
AIMCO CLO 10, Ltd.
as a Term Lender
By: Allstate Investment Management Company, as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Kyle Roth
|
|
Name:
|
Kyle Roth
|
|
Title:
|
Portfolio Manager
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
/s/ Christopher Goergen
|
|
Name:
|
Christopher Goergen
|
|
Title:
|
Sr. Portfolio Manager
|
|
AIMCO CLO, SERIES 2015-A
as a Term Lender
By: Allstate Investment Management Company, as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Kyle Roth
|
|
Name:
|
Kyle Roth
|
|
Title:
|
Portfolio Manager
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
/s/ Christopher Goergen
|
|
Name:
|
Christopher Goergen
|
|
Title:
|
Sr. Portfolio Manager
|
|
AIMCO CLO, SERIES 2017-A
as a Term Lender
By: Allstate Investment Management Company, as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Kyle Roth
|
|
Name:
|
Kyle Roth
|
|
Title:
|
Portfolio Manager
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
/s/ Christopher Goergen
|
|
Name:
|
Christopher Goergen
|
|
Title:
|
Sr. Portfolio Manager
|
|
AIMCO CLO, SERIES 2018-A
as a Term Lender
By: Allstate Investment Management Company, as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Kyle Roth
|
|
Name:
|
Kyle Roth
|
|
Title:
|
Portfolio Manager
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
/s/ Christopher Goergen
|
|
Name:
|
Christopher Goergen
|
|
Title:
|
Sr. Portfolio Manager
|
|
AIMCO CLO, SERIES 2018-B
as a Term Lender
By: Allstate Investment Management Company, as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Kyle Roth
|
|
Name:
|
Kyle Roth
|
|
Title:
|
Portfolio Manager
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
/s/ Christopher Goergen
|
|
Name:
|
Christopher Goergen
|
|
Title:
|
Sr. Portfolio Manager
|
|
Allegany Park CLO, Ltd.
as a Term Lender
by GSO/Blackstone Debt Funds Management LLC as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Thomas Iannarone
|
|
Name:
|
Thomas Iannarone
|
|
Title:
|
Authorized Signatory
|
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[If a second signature block is required by the financial institution:
|
|
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|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
ALLSTATE INSURANCE COMPANY
as a Term Lender
|
|
|
|
|
|
By:
|
/s/ Kyle Roth
|
|
Name:
|
Kyle Roth
|
|
Title:
|
Portfolio Manager
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
/s/ Christopher Goergen
|
|
Name:
|
Christopher Goergen
|
|
Title:
|
Sr. Portfolio Manager
|
|
ALLSTATE LIFE INSURANCE COMPANY
as a Term Lender
|
|
|
|
|
|
By:
|
/s/ Kyle Roth
|
|
Name:
|
Kyle Roth
|
|
Title:
|
Portfolio Manager
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
/s/ Christopher Goergen
|
|
Name:
|
Christopher Goergen
|
|
Title:
|
Sr. Portfolio Manager
|
|
American Beacon Crescent Short Duration High Income Fund
as a Term Lender
By: Crescent Capital Group LP, its sub-adviser
|
|
|
|
|
|
By:
|
/s/ Alex Slavtchev
|
|
Name:
|
Alex Slavtchev
|
|
Title:
|
Assistant Vice President
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
/s/ Zachary Nuzzi
|
|
Name:
|
Zachary Nuzzi
|
|
Title:
|
Assistant Vice President
|
|
AMMC CLO 16, LIMITED
as a Term Lender
By: American Money Management Corp.,
as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ David P. Meyer
|
|
Name:
|
David P. Meyer
|
|
Title:
|
Senior Vice President
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
AMMC CLO 19, LIMITED
as a Term Lender
By: American Money Management Corp.,
as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ David Meyer
|
|
Name:
|
David Meyer
|
|
Title:
|
Senior Vice President
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
AMMC CLO 21, LIMITED
as a Term Lender
By: American Money Management Corp.,
as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ David Meyer
|
|
Name:
|
David Meyer
|
|
Title:
|
Senior Vice President
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
AMMC CLO 22, LIMITED
as a Term Lender
By: American Money Management Corp.,
as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ David Meyer
|
|
Name:
|
David Meyer
|
|
Title:
|
Senior Vice President
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
AMMC CLO XI, LIMITED
as a Term Lender
By: American Money Management Corp., as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ David P. Meyer
|
|
Name:
|
David P. Meyer
|
|
Title:
|
Senior Vice President
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
AMMC CLO XII, LIMITED
as a Term Lender
By: American Money Management Corp., as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ David P. Meyer
|
|
Name:
|
David P. Meyer
|
|
Title:
|
Senior Vice President
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
AMMC CLO XIII, LIMITED
as a Term Lender
By: American Money Management Corp., as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ David P. Meyer
|
|
Name:
|
David P. Meyer
|
|
Title:
|
Senior Vice President
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
AMMC CLO XIV, LIMITED
as a Term Lender
|
|
|
|
|
|
By:
|
/s/ David P. Meyer
|
|
Name:
|
David P. Meyer
|
|
Title:
|
Senior Vice President
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
ANTARES VESTA FUNDING LP, as a
Term Lender
By: Antares Vesta GP LLC, its general partner
|
|
|
|
|
|
By:
|
/s/ Mark Jarosz
|
|
Name:
|
Mark Jarosz
|
|
Title:
|
Its Duly Authorized Signatory
|
|
Aon Hewitt Group Trust - High Yield Plus Bond Fund
as a Term Lender
By: Bain Capital Credit, LP, as Manager
|
|
|
|
|
|
By:
|
/s/ Andrew Viens
|
|
Name:
|
Andrew Viens
|
|
Title:
|
Managing Director
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
ATLAS SENIOR LOAN FUND IX, LTD.
as a Term Lender
By: Crescent Capital Group LP, its adviser
|
|
|
|
|
|
By:
|
/s/ Alex Slavtchev
|
|
Name:
|
Alex Slavtchev
|
|
Title:
|
Assistant Vice President
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
/s/ Zachary Nuzzi
|
|
Name:
|
Zachary Nuzzi
|
|
Title:
|
Assistant Vice President
|
|
ATLAS SENIOR LOAN FUND V, LTD.
as a Term Lender
By: Crescent Capital Group LP, its adviser
|
|
|
|
|
|
By:
|
/s/ Alex Slavtchev
|
|
Name:
|
Alex Slavtchev
|
|
Title:
|
Assistant Vice President
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
/s/ Zachary Nuzzi
|
|
Name:
|
Zachary Nuzzi
|
|
Title:
|
Assistant Vice President
|
|
ATLAS SENIOR LOAN FUND VII, LTD.
as a Term Lender
By: Crescent Capital Group LP, its adviser
|
|
|
|
|
|
By:
|
/s/ Alex Slavtchev
|
|
Name:
|
Alex Slavtchev
|
|
Title:
|
Assistant Vice President
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
/s/ Zachary Nuzzi
|
|
Name:
|
Zachary Nuzzi
|
|
Title:
|
Assistant Vice President
|
|
ATLAS SENIOR LOAN FUND X, LTD.
as a Term Lender
By: Crescent Capital Group LP, its adviser
|
|
|
|
|
|
By:
|
/s/ Alex Slavtchev
|
|
Name:
|
Alex Slavtchev
|
|
Title:
|
Assistant Vice President
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
/s/ Zachary Nuzzi
|
|
Name:
|
Zachary Nuzzi
|
|
Title:
|
Assistant Vice President
|
|
ATLAS SENIOR LOAN FUND XI, LTD.
as a Term Lender
By: Crescent Capital Group LP, its adviser
|
|
|
|
|
|
By:
|
/s/ Alex Slavtchev
|
|
Name:
|
Alex Slavtchev
|
|
Title:
|
Assistant Vice President
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
/s/ Zachary Nuzzi
|
|
Name:
|
Zachary Nuzzi
|
|
Title:
|
Assistant Vice President
|
|
ATLAS SENIOR LOAN FUND XII, LTD.
as a Term Lender
By: Crescent Capital Group LP, its adviser
|
|
|
|
|
|
By:
|
/s/ Alex Slavtchev
|
|
Name:
|
Alex Slavtchev
|
|
Title:
|
Assistant Vice President
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
/s/ Zachary Nuzzi
|
|
Name:
|
Zachary Nuzzi
|
|
Title:
|
Assistant Vice President
|
|
ATLAS SENIOR LOAN FUND XIII, LTD.
as a Term Lender
|
|
|
|
|
|
By:
|
/s/ Alex Slavtchev
|
|
Name:
|
Alex Slavtchev
|
|
Title:
|
Assistant Vice President
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
/s/ Zachary Nuzzi
|
|
Name:
|
Zachary Nuzzi
|
|
Title:
|
Assistant Vice President
|
|
ATLAS SENIOR LOAN FUND XIV, LTD.
as a Term Lender
By: Crescent Capital Group LP, its adviser
|
|
|
|
|
|
By:
|
/s/ Alex Slavtchev
|
|
Name:
|
Alex Slavtchev
|
|
Title:
|
Assistant Vice President
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
/s/ Zachary Nuzzi
|
|
Name:
|
Zachary Nuzzi
|
|
Title:
|
Assistant Vice President
|
|
ATLAS SENIOR LOAN FUND XV, LTD.
as a Term Lender
By: Crescent Capital Group LP, its adviser
|
|
|
|
|
|
By:
|
/s/ Alex Slavtchev
|
|
Name:
|
Alex Slavtchev
|
|
Title:
|
Assistant Vice President
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
/s/ Zachary Nuzzi
|
|
Name:
|
Zachary Nuzzi
|
|
Title:
|
Assistant Vice President
|
|
Atlas Senior Secured Loan Fund VIII, Ltd.
as a Term Lender
By: Crescent Capital Group LP, its adviser
|
|
|
|
|
|
By:
|
/s/ Alex Slavtchev
|
|
Name:
|
Alex Slavtchev
|
|
Title:
|
Assistant Vice President
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
/s/ Zachary Nuzzi
|
|
Name:
|
Zachary Nuzzi
|
|
Title:
|
Assistant Vice President
|
|
Atrium Underwriters Ltd., Trustees of Syndicate 609
as a Term Lender
By: Octagon Credit Investors, LLC
as Sub-Adviser
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Avery Point VI CLO, Limited
as a Term Lender
By: Bain Capital Credit, LP, as Portfolio Manager
|
|
|
|
|
|
By:
|
/s/ Andrew Viens
|
|
Name:
|
Andrew Viens
|
|
Title:
|
Managing Director
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Avery Point VII CLO, Limited
as a Term Lender
By: Bain Capital Credit, LP, as Portfolio Manager
|
|
|
|
|
|
By:
|
/s/ Andrew Viens
|
|
Name:
|
Andrew Viens
|
|
Title:
|
Managing Director
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
BAIN CAPITAL CREDIT CLO 2016-2, LIMITED
as a Term Lender
By: Bain Capital Credit CLO Advisors, LP, as Portfolio Manager
|
|
|
|
|
|
By:
|
/s/ Andrew Viens
|
|
Name:
|
Andrew Viens
|
|
Title:
|
Managing Director
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Bain Capital Credit CLO 2017-1, Limited
as a Term Lender
By: Bain Capital Credit, LP, as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Andrew Viens
|
|
Name:
|
Andrew Viens
|
|
Title:
|
Managing Director
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Bain Capital Credit CLO 2017-2, Limited
as a Term Lender
By: Bain Capital Credit, LP, as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Andrew Viens
|
|
Name:
|
Andrew Viens
|
|
Title:
|
Managing Director
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Bain Capital Credit CLO 2018-1, Limited
as a Term Lender
By: Bain Capital Credit, LP, as Portfolio Manager
|
|
|
|
|
|
By:
|
/s/ Andrew Viens
|
|
Name:
|
Andrew Viens
|
|
Title:
|
Managing Director
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Bain Capital Credit CLO 2018-2, Limited
as a Term Lender
By: Bain Capital Credit, LP, as Portfolio Manager
|
|
|
|
|
|
By:
|
/s/ Andrew Viens
|
|
Name:
|
Andrew Viens
|
|
Title:
|
Managing Director
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Bain Capital Credit CLO 2019-1, Limited
as a Term Lender
|
|
|
|
|
|
By:
|
/s/ Andrew Viens
|
|
Name:
|
Andrew Viens
|
|
Title:
|
Managing Director
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
BAIN CAPITAL CREDIT CLO 2019-2, LIMITED
as a Term Lender
By: Bain Capital Credit, LP, as Portfolio Manager
|
|
|
|
|
|
By:
|
/s/ Andrew Viens
|
|
Name:
|
Andrew Viens
|
|
Title:
|
Managing Director
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Bain Capital Credit CLO 2019-3, Limited
as a Term Lender
By: Bain Capital Credit CLO Advisors, LP, as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Andrew Viens
|
|
Name:
|
Andrew Viens
|
|
Title:
|
Managing Director
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Bain Capital Credit CLO 2019-4, Limited
as a Term Lender
By: Bain Capital Credit, LP as Portfolio Manager
|
|
|
|
|
|
By:
|
/s/ Andrew Viens
|
|
Name:
|
Andrew Viens
|
|
Title:
|
Managing Director
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Bain Capital I ICAV acting in respect of and for the account of its sub fund Global Loan Fund
as a Term Lender
By: Bain Capital Credit, LP, as Investment Manager
|
|
|
|
|
|
By:
|
/s/ Andrew Viens
|
|
Name:
|
Andrew Viens
|
|
Title:
|
Managing Director
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
BAIN CAPITAL SENIOR LOAN FUND (SRI), L.P.
as a Term Lender
|
|
|
|
|
|
By:
|
/s/ Andrew Viens
|
|
Name:
|
Andrew Viens
|
|
Title:
|
Managing Director
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
BAIN CAPITAL SENIOR LOAN FUND, L.P.
as a Term Lender
|
|
|
|
|
|
By:
|
/s/ Andrew Viens
|
|
Name:
|
Andrew Viens
|
|
Title:
|
Managing Director
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Baloise Senior Secured Loan Fund II
as a Term Lender
By: Bain Capital Credit, LP, as Sub Investment Manager
|
|
|
|
|
|
By:
|
/s/ Andrew Viens
|
|
Name:
|
Andrew Viens
|
|
Title:
|
Managing Director
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Baloise Senior Secured Loan Fund III
as a Term Lender
By: Octagon Credit Investors, LLC as Sub Investment Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Bandera Strategic Credit Partners II, LP
as a Term Lender
By: Octagon Credit Investors, LLC as Investment Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
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|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
BayCity Alternative Investment Funds SICAV-SIF - BayCity US Senior Loan Fund
as a Term Lender
By: Symphony Asset Management LLC
|
|
|
|
|
|
By:
|
/s/ Judith MacDonald
|
|
Name:
|
Judith MacDonald
|
|
Title:
|
General Counsel/Authorized Signature
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
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|
BayCity Senior Loan Master Fund, LTD.
as a Term Lender
BY: Symphony Asset Management LLC
|
|
|
|
|
|
By:
|
/s/ Judith MacDonald
|
|
Name:
|
Judith MacDonald
|
|
Title:
|
General Counsel/Authorized Signature
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Beechwood Park CLO, Ltd.
as a Term Lender
by GSO/Blackstone Debt Funds Management LLC as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Thomas Iannarone
|
|
Name:
|
Thomas Iannarone
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
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|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
BGSL Breckenridge Funding LLC
as a Term Lender
|
|
|
|
|
|
By:
|
/s/ Thomas Iannarone
|
|
Name:
|
Thomas Iannarone
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Blackstone / GSO Long-Short Credit Income Fund
as a Term Lender
BY: GSO / Blackstone Debt Funds Management LLC as Investment Advisor
|
|
|
|
|
|
By:
|
/s/ Thomas Iannarone
|
|
Name:
|
Thomas Iannarone
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Blackstone / GSO Senior Floating Rate Term Fund
as a Term Lender
BY: GSO / Blackstone Debt Funds Management LLC as Investment Advisor
|
|
|
|
|
|
By:
|
/s/ Thomas Iannarone
|
|
Name:
|
Thomas Iannarone
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
BLACKSTONE/GSO STRATEGIC CREDIT FUND
as a Term Lender
BY: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Thomas Iannarone
|
|
Name:
|
Thomas Iannarone
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Bleeker Ltd
as a Term Lender
By: CBAM CLO Management LLC, as Portfolio Manager
|
|
|
|
|
|
By:
|
/s/ Sagar Karsaliya
|
|
Name:
|
Sagar Karsaliya
|
|
Title:
|
Associate
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Blue Cross of California
as a Term Lender
By: Bain Capital Credit, LP, as Investment Manager
|
|
|
|
|
|
By:
|
/s/ Andrew Viens
|
|
Name:
|
Andrew Viens
|
|
Title:
|
Managing Director
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
BlueMountain CLO 2012-2 Ltd
as a Term Lender
By: BlueMountain Capital Management LLC,
Its Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Brittany Lucatuorto
|
|
Name:
|
Brittany Lucatuorto
|
|
Title:
|
Analyst
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Bluemountain CLO 2013-1 LTD.
as a Term Lender
By: BlueMountain Capital Management LLC,
Its Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Brittany Lucatuorto
|
|
Name:
|
Brittany Lucatuorto
|
|
Title:
|
Analyst
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Bluemountain CLO 2013-2 LTD.
as a Term Lender
By: BlueMountain Fuji Management LLC,
Its Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Brittany Lucatuorto
|
|
Name:
|
Brittany Lucatuorto
|
|
Title:
|
Analyst
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
BlueMountain CLO 2014-2 Ltd
as a Term Lender
By: BlueMountain Capital Management LLC,
Its Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Brittany Lucatuorto
|
|
Name:
|
Brittany Lucatuorto
|
|
Title:
|
Analyst
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
BlueMountain CLO 2015-3 Ltd
as a Term Lender
By: BlueMountain Capital Management LLC,
Its Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Brittany Lucatuorto
|
|
Name:
|
Brittany Lucatuorto
|
|
Title:
|
Analyst
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
BlueMountain CLO 2015-4, Ltd.
as a Term Lender
By: BlueMountain Capital Management LLC,
Its Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Brittany Lucatuorto
|
|
Name:
|
Brittany Lucatuorto
|
|
Title:
|
Analyst
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
BlueMountain CLO 2016-1, Ltd.
as a Term Lender
By: BlueMountain Capital Management LLC,
Its Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Brittany Lucatuorto
|
|
Name:
|
Brittany Lucatuorto
|
|
Title:
|
Analyst
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
BlueMountain CLO 2016-2, Ltd.
as a Term Lender
By: BlueMountain CLO Management LLC,
Its Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Brittany Lucatuorto
|
|
Name:
|
Brittany Lucatuorto
|
|
Title:
|
Analyst
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
BlueMountain CLO 2016-3 Ltd
as a Term Lender
By: BlueMountain Capital Management LLC,
Its Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Brittany Lucatuorto
|
|
Name:
|
Brittany Lucatuorto
|
|
Title:
|
Analyst
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
BlueMountain CLO 2018-1 Ltd
as a Term Lender
By: BlueMountain Capital Management LLC, its Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Brittany Lucatuorto
|
|
Name:
|
Brittany Lucatuorto
|
|
Title:
|
Analyst
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
BlueMountain CLO 2018-2, Ltd.
as a Term Lender
By: BlueMountain Capital Management LLC,
Its Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Brittany Lucatuorto
|
|
Name:
|
Brittany Lucatuorto
|
|
Title:
|
Analyst
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
BlueMountain CLO 2018-3 Ltd.
as a Term Lender
By: BlueMountain Capital Management LLC, its Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Brittany Lucatuorto
|
|
Name:
|
Brittany Lucatuorto
|
|
Title:
|
Analyst
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
BlueMountain CLO XXII Ltd
as a Term Lender
By: BlueMountain Capital Management LLC, its Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Brittany Lucatuorto
|
|
Name:
|
Brittany Lucatuorto
|
|
Title:
|
Analyst
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
BlueMountain CLO XXIII Ltd.
as a Term Lender
By: BlueMountain Capital Management LLC, its Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Brittany Lucatuorto
|
|
Name:
|
Brittany Lucatuorto
|
|
Title:
|
Analyst
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
BlueMountain CLO XXIV Ltd
as a Term Lender
By: BlueMountain Capital Management LLC, its Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Brittany Lucatuorto
|
|
Name:
|
Brittany Lucatuorto
|
|
Title:
|
Analyst
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
BlueMountain CLO XXV
as a Term Lender
By: BlueMountain Capital Management LLC, its Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Brittany Lucatuorto
|
|
Name:
|
Brittany Lucatuorto
|
|
Title:
|
Analyst
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
BlueMountain CLO XXVI Ltd.
as a Term Lender
By: BlueMountain Capital Management LLC, its Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Brittany Lucatuorto
|
|
Name:
|
Brittany Lucatuorto
|
|
Title:
|
Analyst
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
BlueMountain Fuji US CLO I, Ltd.
as a Term Lender
By: BlueMountain Fuji Management, LLC, Series A
|
|
|
|
|
|
By:
|
/s/ Brittany Lucatuorto
|
|
Name:
|
Brittany Lucatuorto
|
|
Title:
|
Analyst
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
BlueMountain Fuji US CLO II, Ltd.
as a Term Lender
By: BlueMountain Fuji Management, LLC, Series A
|
|
|
|
|
|
By:
|
/s/ Brittany Lucatuorto
|
|
Name:
|
Brittany Lucatuorto
|
|
Title:
|
Analyst
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
BlueMountain Fuji US CLO III, Ltd.
as a Term Lender
By: BlueMountain Fuji Management, LLC, Series A, as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Brittany Lucatuorto
|
|
Name:
|
Brittany Lucatuorto
|
|
Title:
|
Analyst
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Boston Retirement System
as a Term Lender
By: Crescent Capital Group LP, its adviser
|
|
|
|
|
|
By:
|
/s/ Alex Slavtchev
|
|
Name:
|
Alex Slavtchev
|
|
Title:
|
Assistant Vice President
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
/s/ Zachary Nuzzi
|
|
Name:
|
Zachary Nuzzi
|
|
Title:
|
Assistant Vice President
|
|
BRYANT PARK FUNDING ULC
as a Term Lender
|
|
|
|
|
|
By:
|
/s/ Madonna Sequeira
|
|
Name:
|
Madonna Sequeira
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Buckhorn Park CLO, Ltd.
as a Term Lender
by GSO/Blackstone Debt Funds Management LLC as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Thomas Iannarone
|
|
Name:
|
Thomas Iannarone
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Buttermilk Park CLO, Ltd.
as a Term Lender
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Thomas Iannarone
|
|
Name:
|
Thomas Iannarone
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
California Street CLO IX, Limited Partnership
as a Term Lender
BY: Symphony Asset Management LLC
|
|
|
|
|
|
By:
|
/s/ Judith MacDonald
|
|
Name:
|
Judith MacDonald
|
|
Title:
|
General Counsel/Authorized Signature
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Catholic Health Initiatives Master Trust
as a Term Lender
By: Bain Capital Credit, LP, as Investment Adviser and Manager
|
|
|
|
|
|
By:
|
/s/ Andrew Viens
|
|
Name:
|
Andrew Viens
|
|
Title:
|
Managing Director
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
CBAM 2017-1, LTD.
as a Term Lender
|
|
|
|
|
|
By:
|
/s/ Sagar Karsaliya
|
|
Name:
|
Sagar Karsaliya
|
|
Title:
|
Associate
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
CBAM 2017-2, LTD.
as a Term Lender
|
|
|
|
|
|
By:
|
/s/ Sagar Karsaliya
|
|
Name:
|
Sagar Karsaliya
|
|
Title:
|
Associate
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
CBAM 2017-3, LTD.
as a Term Lender
|
|
|
|
|
|
By:
|
/s/ Sagar Karsaliya
|
|
Name:
|
Sagar Karsaliya
|
|
Title:
|
Associate
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
CBAM 2017-4, LTD.
as a Term Lender
|
|
|
|
|
|
By:
|
/s/ Sagar Karsaliya
|
|
Name:
|
Sagar Karsaliya
|
|
Title:
|
Associate
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
CBAM 2018-5, LTD.
as a Term Lender
|
|
|
|
|
|
By:
|
/s/ Sagar Karsaliya
|
|
Name:
|
Sagar Karsaliya
|
|
Title:
|
Associate
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
CBAM 2018-6, LTD.
as a Term Lender
|
|
|
|
|
|
By:
|
/s/ Sagar Karsaliya
|
|
Name:
|
Sagar Karsaliya
|
|
Title:
|
Associate
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
CBAM 2018-7, Ltd.
as a Term Lender
|
|
|
|
|
|
By:
|
/s/ Sagar Karsaliya
|
|
Name:
|
Sagar Karsaliya
|
|
Title:
|
Associate
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
CBAM 2018-8 Ltd
as a Term Lender
By: CBAM CLO Management LLC, as Portfolio Manager
|
|
|
|
|
|
By:
|
/s/ Sagar Karsaliya
|
|
Name:
|
Sagar Karsaliya
|
|
Title:
|
Associate
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
CBAM 2019-10, Ltd.
as a Term Lender
By: CBAM CLO Management LLC as Portfolio Manager
|
|
|
|
|
|
By:
|
/s/ Sagar Karsaliya
|
|
Name:
|
Sagar Karsaliya
|
|
Title:
|
Associate
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
CBAM 2019-11 Ltd
as a Term Lender
By: CBAM CLO Management LLC as Portfolio Manager
|
|
|
|
|
|
By:
|
/s/ Sagar Karsaliya
|
|
Name:
|
Sagar Karsaliya
|
|
Title:
|
Associate
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
CBAM 2019-9, Ltd.
as a Term Lender
|
|
|
|
|
|
By:
|
/s/ Sagar Karsaliya
|
|
Name:
|
Sagar Karsaliya
|
|
Title:
|
Associate
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Chenango Park CLO, Ltd.
as a Term Lender
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Thomas Iannarone
|
|
Name:
|
Thomas Iannarone
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
CHI Operating Investment Program L.P.
as a Term Lender
By: Bain Capital Credit, LP, as Investment Adviser and Manager
|
|
|
|
|
|
By:
|
/s/ Andrew Viens
|
|
Name:
|
Andrew Viens
|
|
Title:
|
Managing Director
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Cirrus Funding 2018-1, Ltd.
as a Term Lender
|
|
|
|
|
|
By:
|
/s/ Thomas Iannarone
|
|
Name:
|
Thomas Iannarone
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
A
|
B
|
C
|
Consent to Amendment on a “Cashless Roll” basis
|
Consent to Amendment on a Paydown and Reallocate basis
|
Decline Consent
|
☐
|
☐
|
☑
|
|
CLC LEVERAGED LOAN TRUST
as a Term Lender
By: Oak Hill Advisors, L.P.
as Investment Manager
|
|
|
|
|
|
By:
|
/s/ Alan Schrager
|
|
Name:
|
Alan Schrager
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Cole Park CLO, Ltd.
as a Term Lender
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Thomas Iannarone
|
|
Name:
|
Thomas Iannarone
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Community Insurance Company
as a Term Lender
By: Bain Capital Credit, LP, as Investment Manager
|
|
|
|
|
|
By:
|
/s/ Andrew Viens
|
|
Name:
|
Andrew Viens
|
|
Title:
|
Managing Director
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Cook Park CLO, Ltd.
as a Term Lender
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Thomas Iannarone
|
|
Name:
|
Thomas Iannarone
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Crescent Capital High Income Fund B L.P.
as a Term Lender
By: Crescent Capital Group LP, its adviser
|
|
|
|
|
|
By:
|
/s/ Alex Slavtchev
|
|
Name:
|
Alex Slavtchev
|
|
Title:
|
Assistant Vice President
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
/s/ Zachary Nuzzi
|
|
Name:
|
Zachary Nuzzi
|
|
Title:
|
Assistant Vice President
|
|
CRESCENT CAPITAL HIGH INCOME FUND L.P.
as a Term Lender
By: Crescent Capital Group LP, its adviser
|
|
|
|
|
|
By:
|
/s/ Alex Slavtchev
|
|
Name:
|
Alex Slavtchev
|
|
Title:
|
Assistant Vice President
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
/s/ Zachary Nuzzi
|
|
Name:
|
Zachary Nuzzi
|
|
Title:
|
Assistant Vice President
|
|
Crescent Senior Secured Floating Rate Loan Fund, LLC
as a Term Lender
By: Crescent Capital Group LP, its adviser
|
|
|
|
|
|
By:
|
/s/ Alex Slavtchev
|
|
Name:
|
Alex Slavtchev
|
|
Title:
|
Assistant Vice President
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
/s/ Zachary Nuzzi
|
|
Name:
|
Zachary Nuzzi
|
|
Title:
|
Assistant Vice President
|
|
CSAA Insurance Exchange
as a Term Lender
By: Octagon Credit Investors, LLC, as sub-advisor
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Cumberland Park CLO Ltd.
as a Term Lender
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Thomas Iannarone
|
|
Name:
|
Thomas Iannarone
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Dewolf Park CLO, Ltd.
as a Term Lender
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Thomas Iannarone
|
|
Name:
|
Thomas Iannarone
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
US Bank N.A., solely as trustee of the DOLL Trust (for Qualified Institutional Investors only), (and not in its individual capacity)
as a Term Lender
BY: Octagon Credit Investors, LLC
as Portfolio Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Dorchester Park CLO Designated Activity Company
as a Term Lender
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Thomas Iannarone
|
|
Name:
|
Thomas Iannarone
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Dwight Place Capital Management LLC
as a Term Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ Ilan Mandel
|
|
Name:
|
Ilan Mandel
|
|
Title:
|
CFO
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
]
|
|
Dwight Place Capital Partners, LLC
as a Term Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ Ilan Mandel
|
|
Name:
|
Ilan Mandel
|
|
Title:
|
CFO
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
]
|
|
FCCI Insurance Company
as a Term Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ Matthew Alvin
|
|
Name:
|
Matthew Alvin
|
|
Title:
|
Bank Loan Middle Office Analyst
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
FDF I Limited
as a Term Lender
By: FDF I CM LLC, its collateral manager
|
|
|
|
|
|
By:
|
/s/ Avraham Dreyfuss
|
|
Name:
|
Avraham Dreyfuss
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
FDF II Limited
as a Term Lender
By: FDF II CM LLC, its collateral manager
|
|
|
|
|
|
By:
|
/s/ Avraham Dreyfuss
|
|
Name:
|
Avraham Dreyfuss
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
FDF III Limited
as a Term Lender
By: FDF Management LLC Series III,
a designated series of FDF Management LLC,
|
|
|
|
|
|
By:
|
/s/ Avraham Dreyfuss
|
|
Name:
|
Avraham Dreyfuss
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
FDF IV Limited
as a Term Lender
By: FDF Management LLC Series IV, a designated series of FDF Management LLC, its collateral manager
|
|
|
|
|
|
By:
|
/s/ William Covino
|
|
Name:
|
William Covino
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
FDF V Limited
as a Term Lender
By: FDF V Management LLC, it's collateral manager
|
|
|
|
|
|
By:
|
/s/ William Covino
|
|
Name:
|
William Covino
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Fillmore Park CLO, Ltd.
as a Term Lender
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Thomas Iannarone
|
|
Name:
|
Thomas Iannarone
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
FirstEnergy System Master Retirement Trust
as a Term Lender
By: Bain Capital Credit, LP, as Manager
|
|
|
|
|
|
By:
|
/s/ Andrew Viens
|
|
Name:
|
Andrew Viens
|
|
Title:
|
Managing Director
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Fixed Income Opportunities NB LLC
as a Term Lender
By: Neuberger Berman Investment Advisers LLC, as Managing Member
|
|
|
|
|
|
By:
|
/s/ Colin Donlan
|
|
Name:
|
Colin Donlan
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Fortress Credit BSL III Limited
as a Term Lender
By: FC BSL Management LLC Series III a designated series of FC BSL Management LLC, a Delaware limited liability company,
By: FC BSL III CM LLC, its collateral manager
|
|
|
|
|
|
By:
|
/s/ Avraham Dreyfuss
|
|
Name:
|
Avraham Dreyfuss
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
FORTRESS CREDIT BSL IV LIMITED
as a Term Lender
By: FC BSL Management LLC Series IV,
a designated series of FC BSL Management LLC, its collateral manager
|
|
|
|
|
|
By:
|
/s/ Avraham Dreyfuss
|
|
Name:
|
Avraham Dreyfuss
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Fortress Credit BSL V Limited
as a Term Lender
By: FC BSL Management LLC Series V,
a designated series of FC BSL Management LLC, its collateral manager
|
|
|
|
|
|
By:
|
/s/ Avraham Dreyfuss
|
|
Name:
|
Avraham Dreyfuss
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Fortress Credit BSL VI Limited
as a Term Lender
By: FC BSL VI Management LLC, its collateral manager
|
|
|
|
|
|
By:
|
/s/ Avraham Dreyfuss
|
|
Name:
|
Avraham Dreyfuss
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Fortress Credit BSL VII Limited
as a Term Lender
By: FC BSL VII Management LLC, its collateral manager
|
|
|
|
|
|
By:
|
/s/ Avi Dreyfuss
|
|
Name:
|
Avi Dreyfuss
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Fortress Credit BSL VIII Limited
as a Term Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ William Covino
|
|
Name:
|
William Covino
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Fortress Credit Opportunities IX CLO Limited
as a Term Lender
By: FCOD CLO Management LLC, its collateral manager
|
|
|
|
|
|
By:
|
/s/ Avraham Dreyfuss
|
|
Name:
|
Avraham Dreyfuss
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Fortress Credit Opportunities VI CLO Limited
as a Term Lender
By: FCO VI CLO CM LLC
Its collateral manager
|
|
|
|
|
|
By:
|
/s/ Avraham Dreyfuss
|
|
Name:
|
Avraham Dreyfuss
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Fortress Credit Opportunities VII CLO Limited
as a Term Lender
By: FCO VII CLO CM LLC, its collateral manager
|
|
|
|
|
|
By:
|
/s/ Avraham Dreyfuss
|
|
Name:
|
Avraham Dreyfuss
|
|
Title:
|
Chief Financial Officer
|
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|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Fortress Credit Opportunities XI CLO Limited
as a Term Lender
By: FCOD CLO Management LLC, its collateral manager
|
|
|
|
|
|
By:
|
/s/ Avraham Dreyfuss
|
|
Name:
|
Avraham Dreyfuss
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
GILBERT PARK CLO, LTD.
as a Term Lender
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Thomas Iannarone
|
|
Name:
|
Thomas Iannarone
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
KRH US Loan Master Fund 2017-5 a series trust of Global Cayman Investment Trust
By Goldman Sachs Asset Management, L.P. solely as its investment manager and not as principal
as a Term Lender
|
|
|
|
|
|
By:
|
/s/ Jamie Minieri
|
|
Name:
|
Jamie Minieri
|
|
Title:
|
Authorized Signatory
|
|
Griffin Institutional Access Credit Fund
as a Term Lender
By: BCSF Advisors, LP, as Sub-Adviser
|
|
|
|
|
|
By:
|
/s/ Andrew Viens
|
|
Name:
|
Andrew Viens
|
|
Title:
|
Managing Director
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
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|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
GSO Diamond Portfolio Borrower LLC
as a Term Lender
By: GSO Diamond Portfolio Holdco LLC, its managing member
By: GSO Diamond Portfolio Fund LP, its managing member
By: GSO Diamond Portfolio Associates LLC, its general partner
|
|
|
|
|
|
By:
|
/s/ Thomas Iannarone
|
|
Name:
|
Thomas Iannarone
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Harbor Park CLO, Ltd.
as a Term Lender
by GSO/Blackstone Debt Funds Management LLC as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Thomas Iannarone
|
|
Name:
|
Thomas Iannarone
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
AVAW
as a Term Lender
BY: INTERNATIONALE KAPITALANLAGEGESELLSCHAFT mbH
acting for account of AVAW
Represented by: Oak Hill Advisors, L.P.
As Fund Manager
|
|
|
|
|
|
By:
|
/s/ Alan Schrager
|
|
Name:
|
Alan Schrager
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
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|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
AVAW Loans Sankaty z.H. Internationale Kapitalanlagegesellschaft mbH
as a Term Lender
By: Bain Capital Credit, LP, as Fund Manager
|
|
|
|
|
|
By:
|
/s/ Andrew Viens
|
|
Name:
|
Andrew Viens
|
|
Title:
|
Managing Director
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Internationale Kapitalanlagegesellschaft mbH acting for SDF 2
as a Term Lender
By Marathon Asset Management, L.P., as Fund Manager
|
|
|
|
|
|
By:
|
/s/ Louis Hanover
|
|
Name:
|
Louis Hanover
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Suzuka INKA
as a Term Lender
By: Bain Capital Credit, LP, as Fund Manager
|
|
|
|
|
|
By:
|
/s/ Andrew Viens
|
|
Name:
|
Andrew Viens
|
|
Title:
|
Managing Director
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Jay Park CLO Ltd.
as a Term Lender
By: Virtus Partners LLC as Collateral Administrator
|
|
|
|
|
|
By:
|
/s/ Thomas Iannarone
|
|
Name:
|
Thomas Iannarone
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
JNL/Neuberger Berman Strategic Income Fund
as a Term Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ Colin Donlan
|
|
Name:
|
Colin Donlan
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Floating Rate Income Fund, a series of John Hancock Funds II
as a Term Lender
By: BCSF Advisors, LP, its Subadviser
|
|
|
|
|
|
By:
|
/s/ Andrew Viens
|
|
Name:
|
Andrew Viens
|
|
Title:
|
Managing Director
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Kolumban Alternative Investments - Loans
as a Term Lender
By: Octagon Credit Investors, LLC as Investment Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
KVK CLO 2013-1 Ltd.
as a Term Lender
By THL Credit Advisors LLC, as Successor Collateral Manager
|
|
|
|
|
|
By:
|
/s/ James R. Fellows
|
|
Name:
|
James R. Fellows
|
|
Title:
|
Managing Director/Co-Head
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
KVK CLO 2018-1 Ltd.
as a Term Lender
By THL Credit Advisors LLC, as Successor Collateral Manager
|
|
|
|
|
|
By:
|
/s/ James R. Fellows
|
|
Name:
|
James R. Fellows
|
|
Title:
|
Managing Director/Co-Head
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Long Point Park CLO Ltd.
as a Term Lender
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Thomas Iannarone
|
|
Name:
|
Thomas Iannarone
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Los Angeles County Employees Retirement Association
as a Term Lender
By: Crescent Capital Group LP, its adviser
|
|
|
|
|
|
By:
|
/s/ Alex Slavtchev
|
|
Name:
|
Alex Slavtchev
|
|
Title:
|
Assistant Vice President
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
/s/ Zachary Nuzzi
|
|
Name:
|
Zachary Nuzzi
|
|
Title:
|
Assistant Vice President
|
|
MAM CORPORATE LOAN FUND
as a Term Lender
By: MARATHON ASSET MANAGEMENT, L.P.
Its Investment Manager
|
|
|
|
|
|
By:
|
/s/ Louis Hanover
|
|
Name:
|
Louis Hanover
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
MARATHON CLO 14 LTD
as a Term Lender
By Marathon Asset Management L.P.,
as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Louis Hanover
|
|
Name:
|
Louis Hanover
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
MARATHON CLO IX LTD.
as a Term Lender
By: MARATHON ASSET MANAGEMENT, L.P.
as Portfolio Manager
|
|
|
|
|
|
By:
|
/s/ Louis Hanover
|
|
Name:
|
Louis Hanover
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Marathon CLO VI, Ltd.
as a Term Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ Louis Hanover
|
|
Name:
|
Louis Hanover
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Marathon CLO VIII Ltd.
as a Term Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ Louis Hanover
|
|
Name:
|
Louis Hanover
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
MARATHON CLO X LTD.
as a Term Lender
By: MARATHON ASSET MANAGEMENT LP
as Portfolio Manager
|
|
|
|
|
|
By:
|
/s/ Louis Hanover
|
|
Name:
|
Louis Hanover
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Marathon CLO XI Ltd.
as a Term Lender
By: Marathon Asset Management L.P.
Its Collateral Manager and Authorized Signatory
|
|
|
|
|
|
By:
|
/s/ Louis Hanover
|
|
Name:
|
Louis Hanover
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Marathon CLO XII, Ltd
as a Term Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ Louis Hanover
|
|
Name:
|
Louis Hanover
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Marathon CLO XIII Ltd.
as a Term Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ Louis Hanover
|
|
Name:
|
Louis Hanover
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Menard, Inc.
as a Term Lender
By: Symphony Asset Management LLC
|
|
|
|
|
|
By:
|
/s/ Judith MacDonald
|
|
Name:
|
Judith MacDonald
|
|
Title:
|
General Counsel/Authorized Signature
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Morgan Stanley Bank, N.A.
as a Term Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ John Gally
|
|
Name:
|
John Gally
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
MSD CREDIT OPPORTUNITY MASTER FUND, L.P.
as a Term Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ Marcello Liguori
|
|
Name:
|
Marcello Liguori
|
|
Title:
|
Managing Director
|
|
Myers Park CLO, Ltd.
as a Term Lender
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Thomas Iannarone
|
|
Name:
|
Thomas Iannarone
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
National Electrical Benefit Fund
as a Term Lender
By: Crescent Capital Group LP, its adviser
|
|
|
|
|
|
By:
|
/s/ Alex Slavtchev
|
|
Name:
|
Alex Slavtchev
|
|
Title:
|
Assistant Vice President
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
/s/ Zachary Nuzzi
|
|
Name:
|
Zachary Nuzzi
|
|
Title:
|
Assistant Vice President
|
|
NB Global Floating Rate Income Fund Limited
as a Term Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ Colin Donlan
|
|
Name:
|
Colin Donlan
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Neuberger Berman CLO XIV, Ltd.
as a Term Lender
By Neuberger Berman Investment Advisers LLC as collateral manager
|
|
|
|
|
|
By:
|
/s/ Colin Donlan
|
|
Name:
|
Colin Donlan
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Neuberger Berman CLO XIX, Ltd
as a Term Lender
By: Neuberger Berman Investment Advisers LLC as collateral manager
|
|
|
|
|
|
By:
|
/s/ Colin Donlan
|
|
Name:
|
Colin Donlan
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Neuberger Berman CLO XV, Ltd.
as a Term Lender
BY: Neuberger Berman Investment Advisers LLC as collateral manager
|
|
|
|
|
|
By:
|
/s/ Colin Donlan
|
|
Name:
|
Colin Donlan
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Neuberger Berman CLO XVII, Ltd.
as a Term Lender
By Neuberger Berman Investment Advisers LLC as collateral manager
|
|
|
|
|
|
By:
|
/s/ Colin Donlan
|
|
Name:
|
Colin Donlan
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Neuberger Berman CLO XVIII, Ltd.
as a Term Lender
By Neuberger Berman Investment Advisers LLC as collateral manager
|
|
|
|
|
|
By:
|
/s/ Colin Donlan
|
|
Name:
|
Colin Donlan
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Neuberger Berman CLO XVI-S, Ltd.
as a Term Lender
By Neuberger Berman Investment Advisers LLC as collateral manager
|
|
|
|
|
|
By:
|
/s/ Colin Donlan
|
|
Name:
|
Colin Donlan
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Neuberger Berman CLO XX Ltd.
as a Term Lender
By Neuberger Berman Investment Advisers LLC as collateral manager
|
|
|
|
|
|
By:
|
/s/ Colin Donlan
|
|
Name:
|
Colin Donlan
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Neuberger Berman CLO XXI, LTD
as a Term Lender
By Neuberger Berman Investment Advisers LLC as collateral manager
|
|
|
|
|
|
By:
|
/s/ Colin Donlan
|
|
Name:
|
Colin Donlan
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Neuberger Berman CLO XXII, Ltd
as a Term Lender
By Neuberger Berman Investment Advisers LLC as collateral manager
|
|
|
|
|
|
By:
|
/s/ Colin Donlan
|
|
Name:
|
Colin Donlan
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Neuberger Berman CLO XXIII, Ltd
as a Term Lender
By Neuberger Berman Investment Advisers LLC as collateral manager
|
|
|
|
|
|
By:
|
/s/ Colin Donlan
|
|
Name:
|
Colin Donlan
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Neuberger Berman Floating Rate Income Fund
as a Term Lender
By Neuberger Berman Investment Advisers LLC as collateral manager
|
|
|
|
|
|
By:
|
/s/ Colin Donlan
|
|
Name:
|
Colin Donlan
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Neuberger Berman Strategic Income Fund
as a Term Lender
|
|
|
|
|
|
By:
|
/s/ Colin Donlan
|
|
Name:
|
Colin Donlan
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Neuberger Berman Investment Funds II PLC - Neuberger Berman Global Senior Floating Rate Income Fund
as a Term Lender
By: Neuberger Berman Investment Advisers LLC
|
|
|
|
|
|
By:
|
/s/ Colin Donlan
|
|
Name:
|
Colin Donlan
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Neuberger Berman Investment Funds PLC - Neuberger Berman Strategic Income Fund
as a Term Lender
Neuberger Berman Investment Funds PLC - Neuberger Berman
Strategic Income Fund
By: Neuberger Berman Europe Limited Investment Manager
|
|
|
|
|
|
By:
|
/s/ Colin Donlan
|
|
Name:
|
Colin Donlan
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Neuberger Berman Loan Advisers CLO 24, Ltd.
as a Term Lender
By: Neuberger Berman Loan Advisers LLC, as Collateral Manager
By: Neuberger Berman Investment Advisers LLC, as Sub- Advisor
|
|
|
|
|
|
By:
|
/s/ Colin Donlan
|
|
Name:
|
Colin Donlan
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Neuberger Berman Loan Advisers CLO 24, Ltd.
as a Term Lender
By: Neuberger Berman Loan Advisers LLC, as Collateral Manager
By: Neuberger Berman Investment Advisers LLC, as Sub- Advisor
|
|
|
|
|
|
By:
|
/s/ Colin Donlan
|
|
Name:
|
Colin Donlan
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
NEUBERGER BERMAN LOAN ADVISERS CLO 25, LTD.
as a Term Lender
By: Neuberger Berman Loan Advisers LLC, as Collateral Manager
By: Neuberger Berman Investment Advisers LLC, as Sub- Advisor
|
|
|
|
|
|
By:
|
/s/ Colin Donlan
|
|
Name:
|
Colin Donlan
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Neuberger Berman Loan Advisers CLO 26, Ltd.
as a Term Lender
By: Neuberger Berman Loan Advisers LLC, as Collateral Manager
By: Neuberger Berman Investment Advisers LLC, as Sub- Advisor
|
|
|
|
|
|
By:
|
/s/ Colin Donlan
|
|
Name:
|
Colin Donlan
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Neuberger Berman Loan Advisers CLO 27, Ltd.
as a Term Lender
By: Neuberger Berman Loan Advisers LLC, as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Colin Donlan
|
|
Name:
|
Colin Donlan
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Neuberger Berman Loan Advisers CLO 28, Ltd.
as a Term Lender
By: Neuberger Berman Loan Advisers LLC, as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Colin Donlan
|
|
Name:
|
Colin Donlan
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Neuberger Berman Loan Advisers CLO 29, Ltd.
as a Term Lender
By: Neuberger Berman Loan Advisers LLC, as Collateral Manager
By: Neuberger Berman Investment Advisers LLC, as Sub- Advisor
|
|
|
|
|
|
By:
|
/s/ Colin Donlan
|
|
Name:
|
Colin Donlan
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Neuberger Berman Loan Advisers CLO 30, Ltd.
as a Term Lender
By: Neuberger Berman Loan Advisers LLC, as Collateral Manager
By: Neuberger Berman Investment Advisers LLC, as Sub- Advisor
|
|
|
|
|
|
By:
|
/s/ Colin Donlan
|
|
Name:
|
Colin Donlan
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Neuberger Berman Loan Advisers CLO 31, Ltd.
as a Term Lender
By: Neuberger Berman Loan Advisers LLC, as Collateral Manager
By: Neuberger Berman Investment Advisers LLC, as Sub- Advisor
|
|
|
|
|
|
By:
|
/s/ Colin Donlan
|
|
Name:
|
Colin Donlan
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Neuberger Berman Loan Advisers CLO 32, Ltd.
as a Term Lender
By: Neuberger Berman Loan Advisers LLC, as Collateral Manager
By: Neuberger Berman Investment Advisers LLC, as Sub- Advisor
|
|
|
|
|
|
By:
|
/s/ Colin Donlan
|
|
Name:
|
Colin Donlan
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Neuberger Berman Loan Advisers CLO 33, Ltd.
as a Term Lender
By: Neuberger Berman Loan Advisers LLC, as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Colin Donlan
|
|
Name:
|
Colin Donlan
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Neuberger Berman Loan Advisers CLO 34, Ltd.
as a Term Lender
By: Neuberger Berman Loan Advisers LLC, as Collateral Manager
By: Neuberger Berman Investment Advisers LLC, as SubAdvisor
|
|
|
|
|
|
By:
|
/s/ Colin Donlan
|
|
Name:
|
Colin Donlan
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Neuberger Berman Loan Advisers CLO 35, Ltd.
as a Term Lender
By: Neuberger Berman Loan Advisers LLC, as Collateral Manager
By: Neuberger Berman Investment Advisers LLC, as Sub- Advisor
|
|
|
|
|
|
By:
|
/s/ Colin Donlan
|
|
Name:
|
Colin Donlan
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
New York City Employees' Retirement System
as a Term Lender
By: Bain Capital Credit, LP, as Investment Adviser and Manager
|
|
|
|
|
|
By:
|
/s/ Andrew Viens
|
|
Name:
|
Andrew Viens
|
|
Title:
|
Managing Director
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
New York City Fire Department Pension Fund
as a Term Lender
By: Bain Capital Credit, LP, as Investment Adviser and Manager
|
|
|
|
|
|
By:
|
/s/ Andrew Viens
|
|
Name:
|
Andrew Viens
|
|
Title:
|
Managing Director
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Niagara Park CLO, Ltd.
as a Term Lender
By: GSO/Blackstone Debt Funds Management LLC as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Thomas Iannarone
|
|
Name:
|
Thomas Iannarone
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Nuveen Floating Rate Income Fund
as a Term Lender
By: Symphony Asset Management LLC
|
|
|
|
|
|
By:
|
/s/ Judith MacDonald
|
|
Name:
|
Judith MacDonald
|
|
Title:
|
General Counsel/Authorized Signature
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Nuveen Floating Rate Income Opportunity Fund
as a Term Lender
By: Symphony Asset Management LLC
|
|
|
|
|
|
By:
|
/s/ Judith MacDonald
|
|
Name:
|
Judith MacDonald
|
|
Title:
|
General Counsel/Authorized Signature
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Nuveen Senior Income Fund
as a Term Lender
By: Symphony Asset Management LLC
|
|
|
|
|
|
By:
|
/s/ Judith MacDonald
|
|
Name:
|
Judith MacDonald
|
|
Title:
|
General Counsel/Authorized Signature
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Nuveen Short Duration Credit Opportunities Fund
as a Term Lender
By: Symphony Asset Management LLC
|
|
|
|
|
|
By:
|
/s/ Judith MacDonald
|
|
Name:
|
Judith MacDonald
|
|
Title:
|
General Counsel/Authorized Signature
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
NXT Capital, LLC
as a Term Lender
|
|
|
|
|
|
By:
|
/s/ Robert D. Kilborn
|
|
Name:
|
Rob Kilborn
|
|
Title:
|
Director
|
|
Octagon Credit All Weather Income Fund, Ltd.
as a Term Lender
By: Octagon Credit Investors, LLC
as Investment Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Octagon High Income Master Fund Ltd.
as a Term Lender
By: Octagon Credit Investors, LLC, in its capacity as investment manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Octagon Investment Partners 18-R, Ltd.
as a Term Lender
By: Octagon Credit Investors, LLC
as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Octagon Investment Partners 20-R, Ltd.
as a Term Lender
By: Octagon Credit Investors, LLC
as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Octagon Investment Partners 24, Ltd.
as a Term Lender
By: Octagon Credit Investors, LLC
as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Octagon Investment Partners 25, Ltd.
as a Term Lender
By: Octagon Credit Investors, LLC as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Octagon Investment Partners 26, Ltd.
as a Term Lender
By: Octagon Credit Investors, LLC as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Octagon Investment Partners 27, Ltd.
as a Term Lender
By: Octagon Credit Investors, LLC as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Octagon Investment Partners 28, Ltd.
as a Term Lender
By: Octagon Credit Investors, LLC as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Octagon Investment Partners 29, Ltd.
as a Term Lender
By: Octagon Credit Investors, LLC as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Octagon Investment Partners 30, Ltd.
as a Term Lender
By: Octagon Credit Investors, LLC
as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Octagon Investment Partners 31, Ltd.
as a Term Lender
By: Octagon Credit Investors, LLC
as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Octagon Investment Partners 32, Ltd.
as a Term Lender
By: Octagon Credit Investors, LLC
as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Octagon Investment Partners 33, Ltd.
as a Term Lender
By: Octagon Credit Investors, LLC
as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Octagon Investment Partners 34, Ltd.
as a Term Lender
By: Octagon Credit Investors, LLC
as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Octagon Investment Partners 35, Ltd.
as a Term Lender
By: Octagon Credit Investors, LLC
as Asset Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Octagon Investment Partners 36, Ltd.
as a Term Lender
By: Octagon Credit Investors, LLC
as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Octagon Investment Partners 37, Ltd.
as a Term Lender
By: Octagon Credit Investors, LLC
as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Octagon Investment Partners 38, Ltd.
as a Term Lender
By: Octagon Credit Investors, LLC
as Asset Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Octagon Investment Partners 39, Ltd.
as a Term Lender
By: Octagon Credit Investors, LLC
as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Octagon Investment Partners 40, Ltd.
as a Term Lender
By: Octagon Credit Investors, LLC as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Octagon Investment Partners 41, Ltd.
as a Term Lender
By: Octagon Credit Investors, LLC
as Portfolio Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Octagon Investment Partners 42, Ltd.
as a Term Lender
By: Octagon Credit Investors, LLC as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Octagon Investment Partners 43, Ltd.
as a Term Lender
By: Octagon Credit Investors, LLC
as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Octagon Investment Partners 44, Ltd.
as a Term Lender
By: Octagon Credit Investor, LLC
as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Octagon Investment Partners 45, Ltd.
as a Term Lender
By: Octagon Credit Investors, LLC
as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Octagon Investment Partners XIV, Ltd.
as a Term Lender
BY: Octagon Credit Investors, LLC
as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Octagon Investment Partners XV, Ltd.
as a Term Lender
BY: Octagon Credit Investors, LLC
as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Octagon Investment Partners XVI, Ltd.
as a Term Lender
By: Octagon Credit Investors, LLC
as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Octagon Investment Partners XVII, Ltd.
as a Term Lender
BY: Octagon Credit Investors, LLC
as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Octagon Investment Partners XXI, Ltd.
as a Term Lender
By: Octagon Credit Investors, LLC
as Portfolio Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Octagon Investment Partners XXII, Ltd.
as a Term Lender
By: Octagon Credit Investors, LLC
as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Octagon Investment Partners XXIII, Ltd.
as a Term Lender
By: Octagon Credit Investors, LLC
as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Octagon Loan Funding, Ltd.
as a Term Lender
By: Octagon Credit Investors, LLC
as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Octagon Multi-Strategy Corporate Credit Master Fund LP
as a Term Lender
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Octagon Senior Secured Credit Master Fund Ltd.
as a Term Lender
By: Octagon Credit Investors, LLC
as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
OHA CREDIT FUNDING 1, LTD.
as a Term Lender
By: Oak Hill Advisories, L.P.
As Portfolio Manager
|
|
|
|
|
|
By:
|
/s/ Alan Schrager
|
|
Name:
|
Alan Schrager
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
OHA CREDIT FUNDING 2, LTD.
as a Term Lender
By: Oak Hill Advisories, L.P.
As Portfolio Manager
|
|
|
|
|
|
By:
|
/s/ Alan Schrager
|
|
Name:
|
Alan Schrager
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
OHA Credit Funding 3, LTD.
as a Term Lender
|
|
|
|
|
|
By:
|
/s/ Alan Schrager
|
|
Name:
|
Alan Schrager
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
OHA CREDIT FUNDING 4, LTD.
as a Term Lender
By: Oak Hill Advisories, L.P.
as Portfolio Manager
|
|
|
|
|
|
By:
|
/s/ Alan Schrager
|
|
Name:
|
Alan Schrager
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
OHA CREDIT PARTNERS VII, LTD.
as a Term Lender
By: Oak Hill Advisories, L.P. as Portfolio Manager
|
|
|
|
|
|
By:
|
/s/ Alan Schrager
|
|
Name:
|
Alan Schrager
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
OHA Credit Partners XI, LTD.
as a Term Lender
By: Oak Hill Advisories, L.P.
As Warehouse Portfolio Manager
|
|
|
|
|
|
By:
|
/s/ Alan Schrager
|
|
Name:
|
Alan Schrager
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
OHA CREDIT PARTNERS XII, LTD.
as a Term Lender
By: Oak Hill Advisories, L.P.
as Portfolio Manager
|
|
|
|
|
|
By:
|
/s/ Alan Schrager
|
|
Name:
|
Alan Schrager
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
OHA Credit Partners XIII, LTD.
as a Term Lender
By: Oak Hill Advisories, L.P.
as Portfolio Manager
|
|
|
|
|
|
By:
|
/s/ Alan Schrager
|
|
Name:
|
Alan Schrager
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
OHA Credit Partners XIV, LTD.
as a Term Lender
By: Oak Hill Advisories, L.P.
As Warehouse Portfolio Manager
|
|
|
|
|
|
By:
|
/s/ Alan Schrager
|
|
Name:
|
Alan Schrager
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
OHA Credit Partners X-R, LTD.
as a Term Lender
By: Oak Hill Advisories, L.P.
As Warehouse Portfolio Manager
|
|
|
|
|
|
By:
|
/s/ Alan Schrager
|
|
Name:
|
Alan Schrager
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
OHA CREDIT PARTNERS XV, LTD.
as a Term Lender
By: Oak Hill Advisories, L.P.
as Portfolio Manager
|
|
|
|
|
|
By:
|
/s/ Alan Schrager
|
|
Name:
|
Alan Schrager
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
OHA Delaware Customized Credit Fund-F, L.P.
as a Term Lender
|
|
|
|
|
|
By:
|
/s/ Alan Schrager
|
|
Name:
|
Alan Schrager
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
OHA DIVERSIFIED CREDIT STRATEGIES MASTER FUND (PARALLEL II), L.P.
as a Term Lender
By: OHA Diversified Credit Strategies Fund (Parallel II) GenPar, LLC, Its General Partner
By: OHA Global GenPar, LLC, Its Managing member
By: OHA Global MGP, LLC, Its Managing member
|
|
|
|
|
|
By:
|
/s/ Alan Schrager
|
|
Name:
|
Alan Schrager
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
OHA Diversified Credit Strategies Tractor Master Fund. L.P.
as a Term Lender
By: OHA Diversified Credit Strategies Tractor Fund GenPar, LLC, its general partner
By: OHA Global GenPar, LLC, its managing member
By: OHA Global MGP, LLC, its managing member
|
|
|
|
|
|
By:
|
/s/ Alan Schrager
|
|
Name:
|
Alan Schrager
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
OHA FINLANDIA CREDIT FUND, L.P.
as a Term Lender
By: OHA Finlandia Credit Fund GenPar, LLC,
its General Partner
By: OHA Global GenPar, LLC,
its managing member
By: OHA Global MGP, LLC,
its managing member
|
|
|
|
|
|
By:
|
/s/ Alan Schrager
|
|
Name:
|
Alan Schrager
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
OHA LOAN FUNDING 2013-1, LTD.
as a Term Lender
By: Oak Hill Advisors, L.P.
as Portfolio Manager
|
|
|
|
|
|
By:
|
/s/ Alan Schrager
|
|
Name:
|
Alan Schrager
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
OHA LOAN FUNDING 2013-2, LTD.
as a Term Lender
By: Oak Hill Advisors, L.P.
As Portfolio Manager
|
|
|
|
|
|
By:
|
/s/ Alan Schrager
|
|
Name:
|
Alan Schrager
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
OHA LOAN FUNDING 2015-1, LTD.
as a Term Lender
By: Oak Hill Advisors, L.P. as Portfolio Manager
|
|
|
|
|
|
By:
|
/s/ Alan Schrager
|
|
Name:
|
Alan Schrager
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
OHA Loan Funding 2016-1, LTD.
as a Term Lender
By: Oak Hill Advisors, L.P.
As Portfolio Manager
|
|
|
|
|
|
By:
|
/s/ Alan Schrager
|
|
Name:
|
Alan Schrager
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
OHA S.C.A., SICAV-SIF
as a Term Lender
represented by OHA Management (Luxembourg) S.Ã r.1, in its capacity of General Partner
|
|
|
|
|
|
By:
|
/s/ Jonathan Askew
|
|
Name:
|
Jonathan Askew
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Oregon Public Employees Retirement Fund
as a Term Lender
BY: Oak Hill Advisors, L.P., as Investment Manager
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By:
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/s/ Alan Schrager
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Name:
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Alan Schrager
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Title:
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Authorized Signatory
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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PARTNERS GROUP SENIOR LOAN ACCESS S.A R.L.
as a Term Lender
By: Partners Group (UK) Management Ltd, under power of attorney
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By:
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/s/ Till Schweizer
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Name:
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Till Schweizer
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Title:
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Senior Vice President
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[If a second signature block is required by the financial institution:
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By:
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/s/ Surya Ysebaert
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Name:
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Surya Ysebaert
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Title:
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Managing Director
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PensionDanmark Pensionsforsikringsaktireselskab
as a Term Lender
By: Oak Hill Advisors, L.P.,
as Investment Manager
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By:
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/s/ Alan Schrager
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Name:
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Alan Schrager
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Title:
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Authorized Signatory
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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PENSIONDENMARK PENSIONSFORSIKRINGSAKTIESELSKAB
as a Term Lender
By: Sympathy Asset Management LLC
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By:
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/s/ Judith MacDonald
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Name:
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Judith MacDonald
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Title:
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General Counsel/Authorized Signature
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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PG Global Income First Lien Loan Designated Activity Company
as a Term Lender
By Partners Group (UK) Management Ltd, under power of attorney
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By:
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/s/ Till Schweizer
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Name:
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Till Schweizer
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Title:
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Senior Vice President
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[If a second signature block is required by the financial institution:
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By:
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/s/ Surya Ysebaert
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Name:
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Surya Ysebaert
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Title:
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Managing Director
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Pikes Peak CLO 2
as a Term Lender
Partners Group US Management CLO LLC as Collateral Manager for Pikes Peak CLO 2
Partners Group (UK) Management Ltd, under power of attorney
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By:
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/s/ Till Schweizer
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Name:
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Till Schweizer
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Title:
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Senior Vice President
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[If a second signature block is required by the financial institution:
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By:
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/s/ Surya Ysebaert
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Name:
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Surya Ysebaert
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Title:
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Managing Director
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Pikes Peak CLO 3
as a Term Lender
Partners Group US Management CLO LLC as Collateral Manager for Pikes Peak CLO 3
Partners Group (UK) Management Ltd, under power of attorney
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By:
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/s/ Till Schweizer
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Name:
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Till Schweizer
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Title:
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Senior Vice President
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[If a second signature block is required by the financial institution:
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By:
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/s/ Surya Ysebaert
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Name:
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Surya Ysebaert
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Title:
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Managing Director
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Pikes Peak CLO 4
as a Term Lender
Partners Group US Management CLO LLC as Collateral Manager for Pikes Peak CLO 4
Partners Group (UK) Management Ltd, under power of attorney
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By:
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/s/ Till Schweizer
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Name:
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Till Schweizer
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Title:
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Senior Vice President
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[If a second signature block is required by the financial institution:
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By:
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/s/ Surya Ysebaert
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Name:
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Surya Ysebaert
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Title:
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Managing Director
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Principal Diversified Real Asset CIT
as a Term Lender
By: Symphony Asset Management LLC
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By:
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/s/ Judith MacDonald
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Name:
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Judith MacDonald
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Title:
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General Counsel/Authorized Signature
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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Principal Funds Inc, - Diversified Real Asset Fund
as a Term Lender
BY: Symphony Asset Management LLC
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By:
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/s/ Judith MacDonald
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Name:
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Judith MacDonald
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Title:
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General Counsel/Authorized Signature
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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Quaestio Solutions Funds - USHY - QCF -US High Yield Bond Pool
as a Term Lender
by Muzinich & Co. LTD as Sub-Investment Manager of Quaestio Solutions Funds
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By:
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/s/ Matthew Alvin
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Name:
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Matthew Alvin
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Title:
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Bank Loan Middle Office Analyst
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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Race Point IX CLO, Limited
as a Term Lender
By: Bain Capital Credit, LP, as Portfolio Manager
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By:
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/s/ Andrew Viens
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Name:
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Andrew Viens
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Title:
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Managing Director
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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Race Point VIII CLO, Limited
as a Term Lender
By: Bain Capital Credit, LP, as Portfolio Manager
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By:
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/s/ Andrew Viens
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Name:
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Andrew Viens
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Title:
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Managing Director
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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Race Point X CLO, Limited
as a Term Lender
By: Bain Capital Credit, LP, as Portfolio Manager
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By:
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/s/ Andrew Viens
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Name:
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Andrew Viens
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Title:
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Managing Director
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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RBS Pension Trustee Limited as Trustee to The Royal Bank of Scotland Group Pension Fund
as a Term Lender
By: Bain Capital Credit, LP, as Investment Manager
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By:
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/s/ Andrew Viens
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Name:
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Andrew Viens
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Title:
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Managing Director
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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Roaring Fork Trading, LLC
as a Term Lender
By: Truist Bank, as Manager
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By:
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/s/ Connie Bailey-Blake
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Name:
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Connie Bailey-Blake
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Title:
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Vice President
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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San Francisco City and County Employees' Retirement System
as a Term Lender
By: Bain Capital Credit, LP, as Investment Manager
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By:
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/s/ Andrew Viens
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Name:
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Andrew Viens
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Title:
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Managing Director
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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SCOF-2 LTD.
as a Term Lender
By: Symphony Asset Management LLC
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By:
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/s/ Judith MacDonald
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Name:
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Judith MacDonald
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Title:
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General Counsel/Authorized Signature
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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SCORLUX SICAV-SIF -SCOR GLOBAL LOANS
as a Term Lender
By: Octagon Credit Investors, LLC
as Sub Investment Manager
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By:
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/s/ Benjamin Chung
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Name:
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Benjamin Chung
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Title:
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Senior Portfolio Administrator
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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Snowy Range Fund, LLC
as a Term Lender
By: Octagon Credit Investors, LLC
as Manager
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By:
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/s/ Benjamin Chung
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Name:
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Benjamin Chung
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Title:
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Senior Portfolio Administrator
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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Southwick Park CLO, Ltd.
as a Term Lender
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By:
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/s/ Thomas Iannarone
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Name:
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Thomas Iannarone
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Title:
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Authorized Signatory
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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Star Insurance Company
as a Term Lender
By: Octagon Credit Investors, LLC as Investment Manager
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By:
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/s/ Benjamin Chung
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Name:
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Benjamin Chung
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Title:
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Senior Portfolio Administrator
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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State Universities Retirement System
as a Term Lender
By: Neuberger Berman Investment Advisers LLC, as Investment Manager
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By:
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/s/ Colin Donlan
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Name:
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Colin Donlan
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Title:
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Authorized Signatory
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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Stewart Park CLO, Ltd.
as a Term Lender
BY: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
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By:
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/s/ Thomas Iannarone
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Name:
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Thomas Iannarone
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Title:
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Authorized Signatory
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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BSG Fund Management B.V. on behalf of the Stichting Blue Sky Active Fixed Income US Leveraged Loan Fund
as a Term Lender
By THL Credit Senior Loan
Strategies LLC, as Manager
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By:
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/s/ James R. Fellows
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Name:
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James R. Fellows
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Title:
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Managing Director/Co-Head
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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Stichting Pensioenfonds Hoogovens
as a Term Lender
by THL Credit Advisors LLC,
its Asset Manager
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By:
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/s/ James R. Fellows
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Name:
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James R. Fellows
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Title:
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Managing Director/Co-Head
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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Stichting Pensioenfonds PGB
as a Term Lender
By THL Credit Advisors LLC, as Manager
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By:
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/s/ James R. Fellows
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Name:
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James R. Fellows
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Title:
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Managing Director/Co-Head
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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Symphony CLO XIX, LTD.
as a Term Lender
By: Symphony Asset Management LLC
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By:
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/s/ Judith MacDonald
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Name:
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Judith MacDonald
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Title:
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General Counsel/Authorized Signature
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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Symphony CLO XV, Ltd
as a Term Lender
BY: Symphony Asset Management LLC
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By:
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/s/ Judith MacDonald
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Name:
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Judith MacDonald
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Title:
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General Counsel/Authorized Signature
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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Symphony CLO XVI, LTD
as a Term Lender
By: Symphony Asset Management LLC
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By:
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/s/ Judith MacDonald
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Name:
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Judith MacDonald
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Title:
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General Counsel/Authorized Signature
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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Symphony CLO XVII, LTD
as a Term Lender
By: Symphony Asset Management LLC
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By:
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/s/ Judith MacDonald
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Name:
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Judith MacDonald
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Title:
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General Counsel/Authorized Signature
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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Symphony CLO XVIII, Ltd
as a Term Lender
By: Symphony Asset Management LLC
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By:
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/s/ Judith MacDonald
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Name:
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Judith MacDonald
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Title:
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General Counsel/Authorized Signature
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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Symphony CLO XX, LTD.
as a Term Lender
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By:
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/s/ Judith MacDonald
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Name:
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Judith MacDonald
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Title:
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General Counsel/Authorized Signature
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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Symphony CLO XXI, LTD.
as a Term Lender
By: Symphony Asset Management LLC
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By:
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/s/ Judith MacDonald
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Name:
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Judith MacDonald
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Title:
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General Counsel/Authorized Signature
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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TCI-Symphony CLO 2016-1 Ltd.
as a Term Lender
By: Symphony Asset Management LLC
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By:
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/s/ Judith MacDonald
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Name:
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Judith MacDonald
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Title:
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General Counsel/Authorized Signature
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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TCI-Symphony CLO 2017-1 Ltd.
as a Term Lender
By: Symphony Asset Management LLC
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By:
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/s/ Judith MacDonald
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Name:
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Judith MacDonald
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Title:
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General Counsel/Authorized Signature
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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THL Credit Bank Loan Select Master Fund, a Class of The THL Credit Bank Loan Select Series Trust I
as a Term Lender
BY: THL Credit Senior Loan Strategies LLC, as Investment Manager
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By:
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/s/ James R. Fellows
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Name:
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James R. Fellows
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Title:
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Managing Director/Co-Head
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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THL CREDIT SENIOR LOAN FUND
as a Term Lender
By THL Credit Advisors LLC, as Subadviser
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By:
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/s/ James R. Fellows
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Name:
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James R. Fellows
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Title:
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Managing Director/Co-Head
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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THL Credit Wind River 2013-2 CLO Ltd.
as a Term Lender
By THL Credit Advisors LLC, as Investment Manager
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By:
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/s/ James R. Fellows
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Name:
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James R. Fellows
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Title:
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Managing Director/Co-Head
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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THL Credit Wind River 2014-2 CLO Ltd.
as a Term Lender
BY: THL Credit Senior Loan Strategies LLC, as Manager
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By:
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/s/ James R. Fellows
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Name:
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James R. Fellows
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Title:
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Managing Director/Co-Head
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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THL Credit Wind River 2016-2 CLO Ltd.
as a Term Lender
By THL Credit Advisors LLC, its Warehouse Collateral Manager
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By:
|
/s/ James R. Fellows
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Name:
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James R. Fellows
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Title:
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Managing Director/Co-Head
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[If a second signature block is required by the financial institution:
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By:
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Name:
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Title:
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THL Credit Wind River 2017-1 CLO Ltd.
as a Term Lender
By THL Credit Advisors LLC, its
Warehouse Collateral Manager
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By:
|
/s/ James R. Fellows
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Name:
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James R. Fellows
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Title:
|
Managing Director/Co-Head
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
THL Credit Wind River 2018-1 CLO Ltd.
as a Term Lender
By: THL Credit Advisors LLC, as
Warehouse Collateral Manager
|
|
|
|
|
|
By:
|
/s/ James R. Fellows
|
|
Name:
|
James R. Fellows
|
|
Title:
|
Managing Director/Co-Head
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
THL Credit Wind River 2018-3 CLO Ltd.
as a Term Lender
By: THL Credit Advisors LLC, as
Collateral Manager
|
|
|
|
|
|
By:
|
/s/ James R. Fellows
|
|
Name:
|
James R. Fellows
|
|
Title:
|
Managing Director/Co-Head
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
THL Credit Wind River 2019-1 CLO Ltd.
as a Term Lender
|
|
|
|
|
|
By:
|
/s/ James R. Fellows
|
|
Name:
|
James R. Fellows
|
|
Title:
|
Managing Director/Co-Head
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
THL CREDIT WIND RIVER 2019-2 CLO LTD.
as a Term Lender
By THL Credit Advisors LLC, as
Collateral Manager
|
|
|
|
|
|
By:
|
/s/ James R. Fellows
|
|
Name:
|
James R. Fellows
|
|
Title:
|
Managing Director/Co-Head
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
THL Credit Wind River 2019-3 CLO Ltd.
as a Term Lender
By THL Credit Advisors LLC, as
Investment Manager
|
|
|
|
|
|
By:
|
/s/ James R. Fellows
|
|
Name:
|
James R. Fellows
|
|
Title:
|
Managing Director/Co-Head
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Treman Park CLO, Ltd.
as a Term Lender
BY: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Thomas Iannarone
|
|
Name:
|
Thomas Iannarone
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Trustmark Insurance Company
as a Term Lender
By: Crescent Capital Group LP, its adviser
|
|
|
|
|
|
By:
|
/s/ Alex Slavtchev
|
|
Name:
|
Alex Slavtchev
|
|
Title:
|
Assistant Vice President
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
/s/ Zachary Nuzzi
|
|
Name:
|
Zachary Nuzzi
|
|
Title:
|
Assistant Vice President
|
|
Tryon Park CLO Ltd.
as a Term Lender
BY: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Thomas Iannarone
|
|
Name:
|
Thomas Iannarone
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Venture 28A CLO, Limited
as a Term Lender
By: its investment advisor
MJX Venture Management II LLC
|
|
|
|
|
|
By:
|
/s/ Lewis Brown
|
|
Name:
|
Lewis Brown
|
|
Title:
|
Managing Director / Head of Trading
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Venture 31 CLO, Limited
as a Term Lender
By: its investment advisor
MJX Venture Management III LLC
|
|
|
|
|
|
By:
|
/s/ Lewis Brown
|
|
Name:
|
Lewis Brown
|
|
Title:
|
Managing Director / Head of Trading
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Venture 32 CLO, Limited
as a Term Lender
By: its investment advisor
MJX Asset Management LLC
|
|
|
|
|
|
By:
|
/s/ Lewis Brown
|
|
Name:
|
Lewis Brown
|
|
Title:
|
Managing Director / Head of Trading
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Venture 33 CLO, Limited
as a Term Lender
By: its investment advisor
MJX Asset Management LLC
|
|
|
|
|
|
By:
|
/s/ Lewis Brown
|
|
Name:
|
Lewis Brown
|
|
Title:
|
Managing Director / Head of Trading
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Venture 36 CLO, Limited
as a Term Lender
By: its investment advisor
MJX Asset Management LLC
|
|
|
|
|
|
By:
|
/s/ Lewis Brown
|
|
Name:
|
Lewis Brown
|
|
Title:
|
Managing Director / Head of Trading
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Venture 37 CLO, Limited
as a Term Lender
By: its investment advisor
MJX Asset Management LLC
|
|
|
|
|
|
By:
|
/s/ Lewis Brown
|
|
Name:
|
Lewis Brown
|
|
Title:
|
Managing Director / Head of Trading
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
VENTURE XIX CLO, Limited
as a Term Lender
By: its investment advisor
MJX Asset Management LLC
|
|
|
|
|
|
By:
|
/s/ Lewis I. Brown
|
|
Name:
|
Lewis I. Brown
|
|
Title:
|
Managing Director / Head of Trading
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Venture XVII CLO Limited
as a Term Lender
BY: its investment advisor, MJX Asset Management, LLC
|
|
|
|
|
|
By:
|
/s/ Lewis I. Brown
|
|
Name:
|
Lewis I. Brown
|
|
Title:
|
Managing Director / Head of Trading
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Venture XVIII CLO, Limited
as a Term Lender
By: its investment advisor
MJX Venture Management II LLC
|
|
|
|
|
|
By:
|
/s/ Lewis I. Brown
|
|
Name:
|
Lewis I. Brown
|
|
Title:
|
Managing Director / Head of Trading
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Venture XX CLO, Limited
as a Term Lender
By: its investment advisor
MJX Venture Management LLC
|
|
|
|
|
|
By:
|
/s/ Lewis I. Brown
|
|
Name:
|
Lewis I. Brown
|
|
Title:
|
Managing Director / Head of Trading
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Venture XXI CLO, Limited
as a Term Lender
By: its investment advisor
MJX Venture Management LLC
|
|
|
|
|
|
By:
|
/s/ Lewis I. Brown
|
|
Name:
|
Lewis I. Brown
|
|
Title:
|
Managing Director / Head of Trading
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Venture XXII CLO, Limited
as a Term Lender
By: its investment advisor
MJX Venture Management II LLC
|
|
|
|
|
|
By:
|
/s/ Lewis I. Brown
|
|
Name:
|
Lewis I. Brown
|
|
Title:
|
Managing Director / Head of Trading
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Venture XXIII CLO, Limited
as a Term Lender
By: its investment advisor MJX Asset Management LLC
|
|
|
|
|
|
By:
|
/s/ Lewis I. Brown
|
|
Name:
|
Lewis I. Brown
|
|
Title:
|
Managing Director / Head of Trading
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Venture XXIX CLO, Limited
as a Term Lender
By: its investment advisor
MJX Venture Management II LLC
|
|
|
|
|
|
By:
|
/s/ Lewis Brown
|
|
Name:
|
Lewis Brown
|
|
Title:
|
Managing Director / Head of Trading
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Venture XXV CLO, Limited
as a Term Lender
By: its Investment Advisor, MJX Asset Management LLC
|
|
|
|
|
|
By:
|
/s/ Lewis Brown
|
|
Name:
|
Lewis Brown
|
|
Title:
|
Managing Director / Head of Trading
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Venture XXVI CLO, Limited
as a Term Lender
By: its investment advisor
MJX Venture Management LLC
|
|
|
|
|
|
By:
|
/s/ Lewis Brown
|
|
Name:
|
Lewis Brown
|
|
Title:
|
Managing Director / Head of Trading
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Venture XXVII CLO, Limited
as a Term Lender
By: its investment advisor
MJX Venture Management II LLC
|
|
|
|
|
|
By:
|
/s/ Lewis Brown
|
|
Name:
|
Lewis Brown
|
|
Title:
|
Managing Director / Head of Trading
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Venture XXVIII CLO, Limited
as a Term Lender
By: its investment advisor
MJX Venture Management II LLC
|
|
|
|
|
|
By:
|
/s/ Lewis Brown
|
|
Name:
|
Lewis Brown
|
|
Title:
|
Managing Director / Head of Trading
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Venture XXX CLO, Limited
as a Term Lender
By: its investment advisor
MJX Venture Management II LLC
|
|
|
|
|
|
By:
|
/s/ Lewis Brown
|
|
Name:
|
Lewis Brown
|
|
Title:
|
Managing Director / Head of Trading
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Webster Park CLO, Ltd
as a Term Lender
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Thomas Iannarone
|
|
Name:
|
Thomas Iannarone
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Wellfleet CLO 2016-1, Ltd.
as a Term Lender
|
|
|
|
|
|
By:
|
/s/ Dennis Talley
|
|
Name:
|
Dennis Talley
|
|
Title:
|
Portfolio Manager
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Wellfleet CLO 2016-2, Ltd.
as a Term Lender
|
|
|
|
|
|
By:
|
/s/ Dennis Talley
|
|
Name:
|
Dennis Talley
|
|
Title:
|
Portfolio Manager
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Wellfleet CLO 2017-2, Ltd.
as a Term Lender
By: Wellfleet Credit Partners, LLC
As Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Dennis Talley
|
|
Name:
|
Dennis Talley
|
|
Title:
|
Portfolio Manager
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Wellfleet CLO 2017-3, Ltd.
as a Term Lender
By: Wellfleet Credit Partners, LLC
As Asset Manager
|
|
|
|
|
|
By:
|
/s/ Dennis Talley
|
|
Name:
|
Dennis Talley
|
|
Title:
|
Portfolio Manager
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Wellfleet CLO 2018-1, Ltd.
as a Term Lender
By: Wellfleet Credit Partners, LLC
As Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Dennis Talley
|
|
Name:
|
Dennis Talley
|
|
Title:
|
Portfolio Manager
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Wellfleet CLO 2018-2, Ltd.
as a Term Lender
By: Wellfleet Credit Partners, LLC
As Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Dennis Talley
|
|
Name:
|
Dennis Talley
|
|
Title:
|
Portfolio Manager
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Wellfleet CLO 2018-3, Ltd.
as a Term Lender
By: Wellfleet Credit Partners, LLC
As Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Dennis Talley
|
|
Name:
|
Dennis Talley
|
|
Title:
|
Portfolio Manager
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Wellfleet CLO 2019-1, Ltd.
as a Term Lender
By: Wellfleet Credit Partners, LLC
As Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Dennis Talley
|
|
Name:
|
Dennis Talley
|
|
Title:
|
Portfolio Manager
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Wellfleet CLO X, Ltd.
as a Term Lender
By: Wellfleet Credit Partners, LLC
As Collateral Manager
|
|
|
|
|
|
By:
|
/s/ Dennis Talley
|
|
Name:
|
Dennis Talley
|
|
Title:
|
Portfolio Manager
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
West Bend Mutual Insurance Company
as a Term Lender
By: Crescent Capital Group LP, its sub-adviser
|
|
|
|
|
|
By:
|
/s/ Alex Slavtchev
|
|
Name:
|
Alex Slavtchev
|
|
Title:
|
Assistant Vice President
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
/s/ Zachary Nuzzi
|
|
Name:
|
Zachary Nuzzi
|
|
Title:
|
Assistant Vice President
|
|
WM POOL - HIGH YIELD FIXED INTEREST TRUST
as a Term Lender
|
|
|
|
|
|
By:
|
/s/ Matthew Alvin
|
|
Name:
|
Matthew Alvin
|
|
Title:
|
Bank Loan Middle Office Analyst
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
XAI Octagon Floating Rate & Alternative Income Term Trust
as a Term Lender
By: Octagon Credit Investors, LLC
as Sub-Adviser
|
|
|
|
|
|
By:
|
/s/ Benjamin Chung
|
|
Name:
|
Benjamin Chung
|
|
Title:
|
Senior Portfolio Administrator
|
|
|
|
|
[If a second signature block is required by the financial institution:
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
York CLO-1 Ltd.
as a Term Lender
|
|
|
|
|
|
By:
|
/s/ Kevin M. Carr
|
|
Name:
|
Kevin M. Carr
|
|
Title:
|
Authorized signatory
|
|
York CLO-2 Ltd.
as a Term Lender
|
|
|
|
|
|
By:
|
/s/ Kevin M. Carr
|
|
Name:
|
Kevin M. Carr
|
|
Title:
|
Authorized signatory
|
|
York CLO-3 Ltd.
as a Term Lender
|
|
|
|
|
|
By:
|
/s/ Kevin M. Carr
|
|
Name:
|
Kevin M. Carr
|
|
Title:
|
Authorized signatory
|
|
York CLO-4 Ltd.
as a Term Lender
|
|
|
|
|
|
By:
|
/s/ Kevin M. Carr
|
|
Name:
|
Kevin M. Carr
|
|
Title:
|
Authorized signatory
|
|
York CLO-5 Ltd.
as a Term Lender
|
|
|
|
|
|
By:
|
/s/ Kevin M. Carr
|
|
Name:
|
Kevin M. Carr
|
|
Title:
|
Authorized signatory
|
|
York CLO-6 Ltd.
as a Term Lender
|
|
|
|
|
|
By:
|
/s/ Kevin M. Carr
|
|
Name:
|
Kevin M. Carr
|
|
Title:
|
Authorized signatory
|
|
York CLO-7 Ltd.
as a Term Lender
|
|
|
|
|
|
By:
|
/s/ Kevin M. Carr
|
|
Name:
|
Kevin M. Carr
|
|
Title:
|
Authorized signatory
|
Section
|
|
Page
|
|
|
|
Section 1.
|
Grant of Security
|
1
|
|
|
|
Section 2.
|
Security for Obligations
|
5
|
|
|
|
Section 3.
|
Grantors Remain Liable
|
5
|
|
|
|
Section 4.
|
Delivery and Control of Security Collateral
|
5
|
|
|
|
Section 5.
|
[Reserved]
|
6
|
|
|
|
Section 6.
|
Representations and Warranties
|
7
|
|
|
|
Section 7.
|
Further Assurances
|
8
|
|
|
|
Section 8.
|
Post-Closing Changes; Collections on Assigned Agreements and Accounts
|
9
|
|
|
|
Section 9.
|
As to Intellectual Property Collateral
|
10
|
|
|
|
Section 10.
|
[Reserved.]
|
11
|
|
|
|
Section 11.
|
Voting Rights; Dividends; Etc
|
11
|
|
|
|
Section 12.
|
Collateral Agent Appointed Attorney-in-Fact
|
12
|
|
|
|
Section 13.
|
Collateral Agent May Perform
|
13
|
|
|
|
Section 14.
|
The Collateral Agent’s Duties
|
13
|
|
|
|
Section 15.
|
Remedies
|
14
|
|
|
|
Section 16.
|
Expenses
|
15
|
|
|
|
Section 17.
|
Amendments; Waivers; Additional Grantors; Etc
|
16
|
|
|
|
Section 18.
|
Notices, Etc
|
16
|
|
|
|
Section 19.
|
Continuing Security Interest; Assignments under the Credit Agreement
|
16
|
|
|
|
Section 20.
|
Release; Termination
|
17
|
|
|
|
Section 21.
|
Execution in Counterparts.
|
17
|
|
|
|
Section 22.
|
The Mortgages
|
17
|
|
|
|
Section 23.
|
Governing Law; Jurisdiction; Etc
|
17
|
|
|
|
Section 24.
|
Intercreditor Agreement
|
19
|
Schedules:
|
|
|
Schedule I
|
-
|
Location, Chief Executive Office, Type Of Organization, Jurisdiction
Of Organization, Tax Identification Number and Trade Names
|
Schedule II
|
-
|
Pledged Interests and Pledged Debt
|
Schedule III
|
-
|
Patents, Trademarks and Copyrights
|
Schedule IV
|
-
|
Commercial Tort Claims
|
Schedule V
|
-
|
Equipment and Inventory
|
|
|
|
Exhibits:
|
|
|
|
|
|
Exhibit A
|
-
|
Form of Security Agreement Supplement
|
Exhibit B
|
-
|
Form of Intellectual Property Security Agreement
|
Exhibit C
|
-
|
Form of Intellectual Property Security Agreement Supplement
|
|
DISCOVERORG, LLC
|
||
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
|
|
Name:
|
Anthony Stark
|
|
|
Title:
|
Vice President and Secretary
|
|
|
|
|
|
DISCOVERORG MIDCO,LLC
|
||
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
|
|
Name:
|
Anthony Stark
|
|
|
Title:
|
Vice President and Secretary
|
|
|
|
|
|
DISCOVERORG ACQUISITION (TELLWISE), LLC
|
||
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
|
|
Name:
|
Anthony Stark
|
|
|
Title:
|
Vice President and Secretary
|
|
|
|
|
|
CLOUD VIRTUAL, LLC
|
||
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
|
|
Name:
|
Anthony Stark
|
|
|
Title:
|
Vice President and Secretary
|
|
|
|
|
|
DISCOVERORG ACQUISITION COMPANY LLC
|
||
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
|
|
Name:
|
Anthony Stark
|
|
|
Title:
|
Vice President and Secretary
|
|
|
|
|
|
RKSI ACQUISITION CORPORATION
|
||
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
|
|
Name:
|
Anthony Stark
|
|
|
Title:
|
Vice President and Secretary
|
|
RK MIDCO, LLC
|
||
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
|
|
Name:
|
Anthony Stark
|
|
|
Title:
|
Vice President and Secretary
|
|
|
|
|
|
DISCOVERORG DATA, LLC
|
||
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
|
|
Name:
|
Anthony Stark
|
|
|
Title:
|
Vice President and Secretary
|
|
|
|
|
|
NEVERBOUNCE,LLC
|
||
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
|
|
Name:
|
Anthony Stark
|
|
|
Title:
|
Vice President and Secretary
|
|
|
|
|
|
ZEBRA ACQUISITION CORPORATION
|
||
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
|
|
Name:
|
Anthony Stark
|
|
|
Title:
|
Vice President and Secretary
|
|
|
|
|
|
ZOOM INFORMATION INC.
|
||
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
|
|
Name:
|
Anthony Stark
|
|
|
Title:
|
Vice President and Secretary
|
|
DATANYZE, INC.
|
||
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
|
|
Name:
|
Anthony Stark
|
|
|
Title:
|
Vice President and Secretary
|
|
MORGAN STANLEY SENIOR
FUNDING, INC., as the Collateral Agent
|
|
|
|
|
|
By:
|
/s/ Jonathon Rauen
|
|
Name:
|
Jonathon Rauen
|
|
Title:
|
Authorized Signatory
|
|
Very truly yours,
|
||
|
|
||
|
[NAME OF ADDITIONAL GRANTOR]
|
||
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
Address for notices:
|
|
|
|
|
|
|
Grantor
|
Type of
Organization
|
Jurisdiction of
Organization
|
Tax I.D. No.
|
|
|
|
|
Grantor
|
Trade Names
|
Address of Chief Executive Office
|
|
|
|
Grantor
|
Former Name/Address/Entity
Type/Jurisdiction/Tax ID Number
|
Date of Change
|
|
|
|
Record Owner
|
Current Legal
Entities Owned
|
Certificate No.
|
No. Shares/Interest
|
Percent Pledged
|
|
|
|
|
|
Title
|
Application
No.
|
App. Date
|
Grant
Date
|
Patent
Number
|
Owner
|
|
|
|
|
|
|
Trademark
|
Filing
Date
|
Serial Number
|
Registration
Number
|
Registration
Date
|
Owner
|
|
|
|
|
|
|
Title
|
Copyright No.
|
Registration
Date
|
Owner
|
|
|
|
|
Address
|
City/State/Province
|
If Owned:
Owner of
Property
|
If Leased: Name of Landlord and name of Tenant
|
Value of
Equipment/Inventory
|
|
|
|
|
|
|
[ONLY TO INCLUDE ENTITIES WHICH OWN IP]
|
||
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
MORGAN STANLEY SENIOR FUNDING, INC.
as Collateral Agent
|
||
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
[NAME OF GRANTOR]
|
||
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
Address for notices:
|
||
|
|
||
|
|
Section
|
|
|
Page
|
|
|
|
|
|
|
SECTION 1.
|
|
Guaranty
|
1
|
|
|
|
|
|
|
SECTION 2.
|
|
Guaranty Absolute
|
2
|
|
|
|
|
|
|
SECTION 3.
|
|
Waivers and Acknowledgments
|
4
|
|
|
|
|
|
|
SECTION 4.
|
|
Subrogation
|
5
|
|
|
|
|
|
|
SECTION 5.
|
|
Payments Free and Clear of Taxes, Etc
|
6
|
|
|
|
|
|
|
SECTION 6.
|
|
Representations and Warranties
|
7
|
|
|
|
|
|
|
SECTION 7.
|
|
Covenants
|
7
|
|
|
|
|
|
|
SECTION 8.
|
|
Amendments, Etc
|
8
|
|
|
|
|
|
|
SECTION 9.
|
|
Notices, Etc
|
8
|
|
|
|
|
|
|
SECTION 10.
|
|
No Waiver; Remedies
|
8
|
|
|
|
|
|
|
SECTION 11.
|
|
Right of Set-off
|
8
|
|
|
|
|
|
|
SECTION 12.
|
|
Continuing Guaranty; Assignments under the Credit Agreement
|
9
|
|
|
|
|
|
|
SECTION 13.
|
|
Fees and Expenses; Indemnification
|
9
|
|
|
|
|
|
|
SECTION 14.
|
|
Subordination
|
10
|
|
|
|
|
|
|
SECTION 15.
|
|
Execution in Counterparts
|
11
|
|
|
|
|
|
|
SECTION 16.
|
|
Governing Law; Jurisdiction; Waiver of Jury Trial, Etc
|
11
|
|
|
|
|
|
|
SECTION 17.
|
|
Severability
|
13
|
|
|
|
|
|
|
SECTION 18.
|
|
Headings
|
13
|
|
|
|
|
|
|
SECTION 19.
|
|
Guaranty Enforceable by Administrative Agent or Collateral Agent
|
13
|
|
|
DISCOVERORG MIDCO, LLC, as
Guarantor
|
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
Name:
|
Anthony Stark
|
|
Title:
|
Vice President and Secretary
|
|
MORGAN STANLEY SENIOR FUNDING,
INC., as Administrative Agent
|
|
|
|
|
|
By:
|
/s/ Jonathon Rauen
|
|
Name:
|
Jonathon Rauen
|
|
Title:
|
Authorized Signatory
|
|
Page
|
|
|
|
|
SECTION 1.
|
Guaranty; Limitation of Liability
|
2
|
|
|
|
SECTION 2.
|
Guaranty Absolute
|
3
|
|
|
|
SECTION 3.
|
Waivers and Acknowledgments
|
5
|
|
|
|
SECTION 4.
|
Subrogation
|
6
|
|
|
|
SECTION 5.
|
Payments Free and Clear of Taxes, Etc
|
7
|
|
|
|
SECTION 6.
|
Representations and Warranties
|
8
|
|
|
|
SECTION 7.
|
Covenants
|
8
|
|
|
|
SECTION 8.
|
Amendments, Guaranty Supplements, Etc
|
8
|
|
|
|
SECTION 9.
|
Notices, Etc
|
9
|
|
|
|
SECTION 10.
|
No Waiver; Remedies
|
9
|
|
|
|
SECTION 11.
|
Right of Set-off
|
9
|
|
|
|
SECTION 12.
|
Continuing Guaranty; Assignments under the Credit Agreement
|
10
|
|
|
|
SECTION 13.
|
Fees and Expenses; Indemnification
|
10
|
|
|
|
SECTION 14.
|
Subordination
|
11
|
|
|
|
SECTION 15.
|
Right of Contribution
|
12
|
|
|
|
SECTION 16.
|
Execution in Counterparts
|
13
|
|
|
|
SECTION 17.
|
Governing Law; Jurisdiction; Waiver of Jury Trial, Etc
|
13
|
|
|
|
SECTION 18.
|
Severability
|
14
|
|
|
|
SECTION 19.
|
Headings
|
14
|
|
|
|
SECTION 20.
|
Guaranty Enforceable by Administrative Agent or Collateral Agent
|
14
|
Exhibit A
|
–
|
Guaranty Supplement
|
|
RKSI ACQUSITION CORPORATION
|
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
Name:
|
Anthony Stark
|
|
Title:
|
Vice President and Secretary
|
|
|
|
|
RK MIDCO, LLC
|
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
Name:
|
Anthony Stark
|
|
Title:
|
Vice President and Secretary
|
|
|
|
|
DISCOVERORG DATA, LLC
|
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
Name:
|
Anthony Stark
|
|
Title:
|
Vice President and Secretary
|
|
|
|
|
DISCOVERORG ACQUISITION COMPANY
LLC
|
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
Name:
|
Anthony Stark
|
|
Title:
|
Vice President and Secretary
|
|
|
|
|
DISCOVERORG ACQUISITION
(TELLWISE), LLC
|
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
Name:
|
Anthony Stark
|
|
Title:
|
Vice President and Secretary
|
|
|
|
|
CLOUD VIRTUAL, LLC
|
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
Name:
|
Anthony Stark
|
|
Title:
|
Vice President and Secretary
|
|
|
|
|
NEVERBOUNCE, LLC
|
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
Name:
|
Anthony Stark
|
|
Title:
|
Vice President and Secretary
|
|
|
|
|
ZEBRA ACQUISTION CORPORATION
|
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
Name:
|
Anthony Stark
|
|
Title:
|
Vice President and Secretary
|
|
|
|
|
ZOOM INFORMATION INC.
|
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
Name:
|
Anthony Stark
|
|
Title:
|
Vice President and Secretary
|
|
DATANYZE, INC.
|
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
Name:
|
Anthony Stark
|
|
Title:
|
Vice President and Secretary
|
Acknowledged and Agreed,
|
|
||
|
|
||
MORGAN STANLEY SENIOR FUNDING, INC.,
|
|||
as Administrative Agent
|
|
||
|
|
|
|
By:
|
/s/ Jonathon Rauen
|
|
|
Name:
|
Jonathon Rauen
|
|
|
Title:
|
Authorized Signatory
|
|
|
Very truly yours,
|
|
|
|
|
|
[NAME OF ADDITIONAL GUARANTOR]
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
Acknowledged and Agreed,
|
|
|
|
|
|
MORGAN STANLEY SENIOR FUNDING, INC.,
|
||
as Administrative Agent
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
DISCOVERORG, LLC
|
||
|
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
Name:
|
Anthony Stark
|
|
Title:
|
Vice President and Secretary
|
DISCOVERORG MIDCO, LLC
|
||
|
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
Name:
|
Anthony Stark
|
|
Title:
|
Vice President and Secretary
|
RKSI ACQUISITION CORPORATION
|
||
|
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
Name:
|
Anthony Stark
|
|
Title:
|
Vice President and Secretary
|
RK MIDCO, LLC
|
||
|
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
Name:
|
Anthony Stark
|
|
Title:
|
Vice President and Secretary
|
DISCOVERYORG DATA, LLC
|
||
|
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
Name:
|
Anthony Stark
|
|
Title:
|
Vice President and Secretary
|
NEVERRBOUNCE, LLC
|
||
|
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
Name:
|
Anthony Stark
|
|
Title:
|
Vice President and Secretary
|
DISCOVERORG ACQUISITION (TELLWISE),
LLC
|
||
|
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
Name:
|
Anthony Stark
|
|
Title:
|
Vice President and Secretary
|
CLOUD VIRTUAL, LLC
|
||
|
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
Name:
|
Anthony Stark
|
|
Title:
|
Vice President and Secretary
|
DISCOVERORG ACQUISITION COMPANY LLC
|
||
|
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
Name:
|
Anthony Stark
|
|
Title:
|
Vice President and Secretary
|
ZEBRA ACQUISITION CORPORATION
|
||
|
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
Name:
|
Anthony Stark
|
|
Title:
|
Vice President and Secretary
|
ZOOM INFORMATION INC.
|
||
|
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
Name:
|
Anthony Stark
|
|
Title:
|
Vice President and Secretary
|
ZOOMINFO INTERNATIONAL INC.
|
||
|
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
Name:
|
Anthony Stark
|
|
Title:
|
Vice President and Secretary
|
DATANYZE, INC.
|
||
|
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
Name:
|
Anthony Stark
|
|
Title:
|
Vice President and Secretary
|
ZOOMINFO ISRAEL LTD
|
||
|
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
Name:
|
Anthony Stark
|
|
Title:
|
Secretary
|
DATANYZE RUS, LLC
|
||
|
|
|
|
|
|
By:
|
/s/ Anthony Stark
|
|
Name:
|
Anthony Stark
|
|
Title:
|
Secretary
|
MORGAN STANLEY SENIOR FUNDING, INC.,
as Administrative Agent and Collateral Agent
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By:
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/s/ Jonathon Rauen
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Name:
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Jonathon Rauen
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Title:
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Authorized Signatory
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[________________]
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By:
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Name:
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Title:
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Page
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ARTICLE I. Definitions and Accounting Terms
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1
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Section 1.01
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Defined Terms
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1
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Section 1.02
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Other Interpretive Provisions
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67
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Section 1.03
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Accounting Term
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69
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Section 1.04
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Rounding
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69
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Section 1.05
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References to Agreements and Laws
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70
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Section 1.06
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Times of Day
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70
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Section 1.07
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Timing of Payment or Performance
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70
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Section 1.08
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Currency Equivalents Generally
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70
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Section 1.09
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[Reserved]
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71
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Section 1.10
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Pro Forma Calculations
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71
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Section 1.11
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Calculation of Baskets
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71
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ARTICLE II. The Commitments and Credit Extensions
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71
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Section 2.01
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The Loans
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71
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Section 2.02
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Borrowings, Conversions and Continuations of Loans
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71
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Section 2.03
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[Reserved]
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73
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Section 2.04
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[Reserved]
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73
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Section 2.05
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Prepayments
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73
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Section 2.06
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Termination or Reduction of Commitments
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76
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Section 2.07
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Repayment of Loans
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76
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Section 2.08
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Interest
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76
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Section 2.09
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Fees
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77
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Section 2.10
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Computation of Interest and Fees
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77
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Section 2.11
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Evidence of Indebtedness
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77
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Section 2.12
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Payments Generally; Administrative Agent’s Clawback
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77
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Section 2.13
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Sharing of Payments
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79
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Section 2.14
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Incremental Facilities
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79
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Section 2.15
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Incremental Equivalent Debt
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82
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Section 2.16
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[Reserved]
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84
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Section 2.17
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Defaulting Lenders
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84
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Section 2.18
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Specified Refinancing Debt
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85
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Section 2.19
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Extension of Loans
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86
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Section 2.20
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Permitted Debt Exchanges
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89
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ARTICLE III. Taxes, Increased Costs Protection and Illegality
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90
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Section 3.01
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Taxes
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90
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Section 3.02
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[Reserved]
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93
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Section 3.03
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Illegality
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93
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Section 3.04
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Inability to Determine Rates
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94
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Section 3.05
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Increased Cost and Reduced Return; Capital Adequacy and Liquidity
Requirements
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94
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Section 3.06
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Funding Losses
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95
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Section 3.07
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Matters Applicable to All Requests for Compensation
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95
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Section 3.08
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Replacement of Lenders under Certain Circumstances
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96
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ARTICLE IV. Conditions Precedent to Credit Extensions
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98
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Section 4.01
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Conditions to the Initial Credit Extension on the Closing Date
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98
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Section 4.02
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Conditions to All Credit Extensions
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100
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ARTICLE V. Representations and Warranties
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100
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Section 5.01
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Existence, Qualification and Power; Compliance with Laws
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100
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Section 5.02
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Authorization; No Contravention
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100
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Section 5.03
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Governmental Authorization; Other Consents
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101
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Section 5.04
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Binding Effect
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101
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Section 5.05
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Financial Statements; No Material Adverse Effect
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101
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Section 5.06
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Litigation
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101
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Section 5.07
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Use of Proceeds
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102
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Section 5.08
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Ownership of Property; Liens
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102
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Section 5.09
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Environmental Compliance
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102
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Section 5.10
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Taxes
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103
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Section 5.11
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Employee Benefits Plans
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103
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Section 5.12
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Subsidiaries; Capital Stock
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104
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Section 5.13
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Margin Regulations; Investment Company Act
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104
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Section 5.14
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Disclosure
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104
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Section 5.15
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Compliance with Laws
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104
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Section 5.16
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Intellectual Property; Licenses, Etc.
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104
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Section 5.17
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Solvency
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105
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Section 5.18
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Perfection, Etc.
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105
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Section 5.19
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Sanctions; OFAC
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105
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Section 5.20
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Anti-Corruption Laws
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105
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ARTICLE VI. Affirmative Covenants
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106
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Section 6.01
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Financial Statements
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106
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Section 6.02
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Certificates; Other Information
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107
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Section 6.03
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Notices
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109
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Section 6.04
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Payment of Taxes
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109
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Section 6.05
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Preservation of Existence, Etc.
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109
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Section 6.06
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Maintenance of Properties
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110
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Section 6.07
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Maintenance of Insurance
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110
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Section 6.08
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Compliance with Laws
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110
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Section 6.09
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Books and Records
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110
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Section 6.10
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Inspection Rights
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110
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Section 6.11
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Use of Proceeds
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111
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Section 6.12
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Covenant to Guarantee Obligations and Give Security
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111
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Section 6.13
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Compliance with Environmental Laws
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112
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Section 6.14
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Further Assurances
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112
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Section 6.15
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Maintenance of Ratings
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114
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Section 6.16
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Post-Closing Undertakings
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114
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Section 6.17
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No Change in Line of Business
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114
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Section 6.18
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Transactions with Affiliates.
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114
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Section 6.19
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Lender Conference Calls
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117
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ARTICLE VII. Negative Covenants
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117
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Section 7.01
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Indebtedness
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118
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Section 7.02
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Limitations on Liens
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125
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Section 7.03
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Fundamental Changes
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125
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Section 7.04
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Asset Sales
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126
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Section 7.05
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Restricted Payments
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127
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Section 7.06
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Burdensome Agreements
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134
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Section 7.07
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Accounting Changes
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136
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Section 7.08
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[Reserved]
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136
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Section 7.09
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Holding Company
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136
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Section 7.10
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Restriction on IP Rights
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137
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ARTICLE VIII. Events of Default and Remedies
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137
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Section 8.01
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Events of Default
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137
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Section 8.02
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Remedies Upon Event of Default
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140
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Section 8.03
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[Reserved]
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140
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Section 8.04
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Application of Funds
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140
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ARTICLE IX. Administrative Agent and Other Agents
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141
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Section 9.01
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Appointment and Authorization of Agents
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141
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Section 9.02
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Delegation of Duties
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142
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Section 9.03
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Liability of Agents
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142
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Section 9.04
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Reliance by Agents
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143
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Section 9.05
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Notice of Default
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144
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Section 9.06
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Credit Decision; Disclosure of Information by Agents
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144
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Section 9.07
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Indemnification of Agents
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144
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Section 9.08
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Agents in Their Individual Capacities
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145
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Section 9.09
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Successor Agents
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145
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Section 9.10
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Administrative Agent May File Proofs of Claim
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146
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Section 9.11
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Collateral and Guaranty Matters
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146
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Section 9.12
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Other Agents; Arranger and Managers
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147
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Section 9.13
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[Reserved]
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148
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Section 9.14
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Appointment of Supplemental Agents, Incremental Arrangers, Incremental
Equivalent Debt Arrangers and Specified Refinancing Agents
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148
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Section 9.15
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Intercreditor Agreement
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149
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Section 9.16
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Withholding Tax
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149
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Section 9.17
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Certain ERISA Matters
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150
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ARTICLE X. Miscellaneous
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150
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Section 10.01
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Amendments, Etc.
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150
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Section 10.02
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Notices; Electronic Communications
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152
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Section 10.03
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No Waiver; Cumulative Remedies; Enforcement
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154
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Section 10.04
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Expenses
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154
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Section 10.05
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Indemnification by the Borrower
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155
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Section 10.06
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Payments Set Aside
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156
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Section 10.07
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Successors and Assigns
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156
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Section 10.08
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Confidentiality
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161
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Section 10.09
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Setoff
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162
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Section 10.10
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Interest Rate Limitation
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163
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Section 10.11
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Counterparts
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163
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Section 10.12
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Integration; Effectiveness
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163
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Section 10.13
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Survival of Representations and Warranties
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163
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Section 10.14
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Severability
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163
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Section 10.15
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Governing Law; Jurisdiction; Etc.
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163
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Section 10.16
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Service of Process
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164
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Section 10.17
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Waiver of Right to Trial by Jury
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164
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Section 10.18
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Binding Effect
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164
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Section 10.19
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No Advisory or Fiduciary Responsibility
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165
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Section 10.20
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Affiliate Activities
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165
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Section 10.21
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Electronic Execution of Assignments and Certain Other Documents
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165
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Section 10.22
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USA PATRIOT Act
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166
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Section 10.23
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Judgment Currency
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166
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Section 10.24
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Acknowledgement and Consent to Bail-In of EEA Financial Institutions
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166
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SCHEDULES
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1
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Guarantors
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1.01(e)
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Contracts Prohibiting Subsidiary Guarantees
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2.01
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Commitments and Pro Rata Shares
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5.03
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Governmental Authorizations; Other Consents
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5.08
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Material Real Property
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5.12
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Subsidiaries and Other Equity Investments
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5.16
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Intellectual Property Matters
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6.16
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Post-Closing Undertakings
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7.01
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Closing Date Indebtedness
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7.02
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Closing Date Liens
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7.05
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Closing Date Investments
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10.02
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Administrative Agent’s Office, Certain Addresses for Notices
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EXHIBITS
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Form of
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A
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Committed Loan Notice
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B
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Note
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C
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Compliance Certificate
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D-1
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Assignment and Assumption
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D-2
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Affiliate Lender Assignment and Assumption
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D-3
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Administrative Questionnaire
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E-1
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Holdings Guaranty
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E-2
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Subsidiary Guaranty
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F
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Security Agreement
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G
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Solvency Certificate
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H
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Intercompany Subordination Agreement
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I-1
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U.S. Tax Compliance Certificate
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I-2
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U.S. Tax Compliance Certificate
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I-3
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U.S. Tax Compliance Certificate
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I-4
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U.S. Tax Compliance Certificate
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J
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Optional Prepayment of Loans
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K
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First Lien/Second Lien Intercreditor Agreement
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L
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Perfection Certificate
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DISCOVERORG, LLC, as the Borrower
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By:
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/s/ Anthony Stark
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Name: Anthony Stark
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Title: Vice President and Secretary
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DISCOVERORG MIDCO, LLC, as Holdings
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By:
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/s/ Anthony Stark
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Name: Anthony Stark
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Title: Vice President and Secretary
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MORGAN STANLEY SENIOR FUNDING, INC., as
Administrative Agent, Collateral Agent and a Lender
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By:
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/s/ Jonathon Rauen
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Name:
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Jonathon Rauen
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Title:
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Authorized Signatory
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Section
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Page
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Section 1.
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Grant of Security
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1
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Section 2.
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Security for Obligations
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5
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Section 3.
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Grantors Remain Liable
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5
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Section 4.
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Delivery and Control of Security Collateral
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5
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Section 5.
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[Reserved]
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6
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Section 6.
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Representations and Warranties
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6
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Section 7.
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Further Assurances
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8
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Section 8.
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Post-Closing Changes; Collections on Assigned Agreements and Accounts
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9
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Section 9.
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As to Intellectual Property Collateral
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10
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Section 10.
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[Reserved.]
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11
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Section 11.
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Voting Rights; Dividends; Etc
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11
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Section 12.
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Collateral Agent Appointed Attorney-in-Fact
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12
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Section 13.
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Collateral Agent May Perform
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12
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Section 14.
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The Collateral Agent’s Duties
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13
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Section 15.
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Remedies
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13
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Section 16.
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Expenses
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15
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Section 17.
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Amendments; Waivers; Additional Grantors; Etc
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16
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Section 18.
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Notices, Etc
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16
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Section 19.
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Continuing Security Interest; Assignments under the Credit Agreement
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16
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Section 20.
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Release; Termination
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16
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Section 21.
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Execution in Counterparts
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17
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Section 22.
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The Mortgages
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17
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Section 23.
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Governing Law; Jurisdiction; Etc
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17
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Section 24.
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Intercreditor Agreement
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18
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Section 25.
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Second Priority Nature of Liens
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18
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Schedules:
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Schedule I
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-
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Location, Chief Executive Office, Type of Organization, Jurisdiction of
Organization, Tax Identification Number and Trade Names
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Schedule II
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-
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Pledged Interests and Pledged Debt
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Schedule III
|
-
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Patents, Trademarks and Copyrights
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Schedule IV
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-
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Commercial Tort Claims
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Schedule V
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-
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Equipment and Inventory
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Exhibits:
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Exhibit A
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-
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Form of Security Agreement Supplement
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Exhibit B
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-
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Form of Intellectual Property Security Agreement
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Exhibit C
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-
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Form of Intellectual Property Security Agreement Supplement
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DISCOVERORG, LLC
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By:
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/s/ Anthony Stark
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Name: Anthony Stark
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Title: Vice President and Secretary
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DISCOVERORG MIDCO, LLC
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By:
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/s/ Anthony Stark
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Name: Anthony Stark
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Title: Vice President and Secretary
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DISCOVERORG ACQUISITION (TELLWISE),
LLC
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By:
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/s/ Anthony Stark
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Name: Anthony Stark
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Title: Vice President and Secretary
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CLOUD VIRTUAL, LLC
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By:
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/s/ Anthony Stark
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Name: Anthony Stark
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Title: Vice President and Secretary
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DISCOVERORG ACQUISITION COMPANY LLC
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By:
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/s/ Anthony Stark
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Name: Anthony Stark
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Title: Vice President and Secretary
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RKSI ACQUISITION CORPORATION
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By:
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/s/ Anthony Stark
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Name: Anthony Stark
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Title: Vice President and Secretary
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RK MIDCO, LLC
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By:
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/s/ Anthony Stark
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Name: Anthony Stark
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Title: Vice President and Secretary
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DISCOVERORG DATA, LLC
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By:
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/s/ Anthony Stark
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Name: Anthony Stark
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Title: Vice President and Secretary
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NEVERBOUNCE, LLC
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By:
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/s/ Anthony Stark
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Name: Anthony Stark
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Title: Vice President and Secretary
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ZEBRA ACQUISITION CORPORATION
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By:
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/s/ Anthony Stark
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Name: Anthony Stark
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Title: Vice President and Secretary
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ZOOM INFORMATION INC.
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By:
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/s/ Anthony Stark
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Name: Anthony Stark
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Title: Vice President and Secretary
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DATANYZE, INC.
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|
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By:
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/s/ Anthony Stark
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Name: Anthony Stark
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|
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Title: Vice President and Secretary
|
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MORGAN STANLEY SENIOR
FUNDING, INC., as the Collateral Agent
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|
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By:
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/s/ Jonathon Rauen
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Name:
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Jonathon Rauen
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Title:
|
Authorized Signatory
|
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Very truly yours,
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||
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[NAME OF ADDITIONAL GRANTOR]
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By:
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Name:
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Title:
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Address for notices:
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Grantor
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Type of
Organization
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Jurisdiction of
Organization
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Tax I.D. No.
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Grantor
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Trade Names
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Address of Chief Executive Office
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Grantor
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Former Name/Address/Entity
Type/Jurisdiction/Tax ID Number
|
Date of Change
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Record Owner
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Current Legal
Entities Owned
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Certificate No.
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No. Shares/Interest
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Percent Pledged
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Title
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Application
No.
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App. Date
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Grant
Date
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Patent
Number
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Owner
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Trademark
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Filing
Date
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Serial Number
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Registration
Number
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Registration
Date
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Owner
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Title
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Copyright No.
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Registration
Date
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Owner
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Address
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City/State/Province
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If Owned: Owner of Property
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If Leased: Name of Landlord and name of Tenant
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Value of
Equipment/Inventory
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[ONLY TO INCLUDE ENTITIES WHICH OWN IP]
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|
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By:
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Name:
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Title:
|
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MORGAN STANLEY SENIOR FUNDING, INC.
as Collateral Agent
|
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By:
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Name:
|
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Title:
|
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[NAME OF GRANTOR]
|
||
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By:
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|
|
Name:
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Title:
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|
Address for notices:
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||
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||
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Section
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Page
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SECTION 1.
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Guaranty
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1
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SECTION 2.
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Guaranty Absolute
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2
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SECTION 3.
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Waivers and Acknowledgments
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3
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SECTION 4.
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Subrogation
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5
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SECTION 5.
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Payments Free and Clear of Taxes, Etc
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5
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SECTION 6.
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Representations and Warranties
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6
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SECTION 7.
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Covenants
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7
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SECTION 8.
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Amendments, Etc
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7
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SECTION 9.
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Notices, Etc
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7
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SECTION 10.
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No Waiver; Remedies
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7
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SECTION 11.
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Right of Set-off
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7
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SECTION 12.
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Continuing Guaranty; Assignments under the Credit Agreement
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8
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SECTION 13.
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Fees and Expenses; Indemnification
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8
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SECTION 14.
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Subordination
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9
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SECTION 15.
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Execution in Counterparts
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10
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SECTION 16.
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Governing Law; Jurisdiction; Waiver of Jury Trial, Etc
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10
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SECTION 17.
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Severability
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12
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SECTION 18.
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Headings
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12
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SECTION 19.
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Guaranty Enforceable by Administrative Agent or Collateral Agent
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12
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DISCOVERORG MIDCO, LLC, as
Guarantor
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By:
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/s/ Anthony Stark
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Name:
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Anthony Stark
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Title:
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Vice President and Secretary
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MORGAN STANLEY SENIOR FUNDING,
INC., as Administrative Agent
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By:
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/s/ Jonathon Rauen
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Name:
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Jonathon Rauen
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Title:
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Authorized Signatory
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Page
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SECTION 1.
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Guaranty; Limitation of Liability
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1
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SECTION 2.
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Guaranty Absolute
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2
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SECTION 3.
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Waivers and Acknowledgments
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4
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SECTION 4.
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Subrogation
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5
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SECTION 5.
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Payments Free and Clear of Taxes, Etc
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6
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SECTION 6.
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Representations and Warranties
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7
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SECTION 7.
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Covenants
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7
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SECTION 8.
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Amendments, Guaranty Supplements, Etc
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7
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SECTION 9.
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Notices, Etc
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8
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SECTION 10.
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No Waiver; Remedies
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8
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SECTION 11.
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Right of Set-off
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8
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SECTION 12.
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Continuing Guaranty; Assignments under the Credit Agreement
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9
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SECTION 13.
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Fees and Expenses; Indemnification
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9
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SECTION 14.
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Subordination
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10
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SECTION 15.
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Right of Contribution
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11
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SECTION 16.
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Execution in Counterparts
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12
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SECTION 17.
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Governing Law; Jurisdiction; Waiver of Jury Trial, Etc
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12
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SECTION 18.
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Severability
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13
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SECTION 19.
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Headings
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13
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SECTION 20.
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Guaranty Enforceable by Administrative Agent or Collateral Agent
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13
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Exhibit A - Guaranty Supplement
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RKSI ACQUSITION CORPORATION
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By:
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/s/ Anthony Stark
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Name:
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Anthony Stark
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Title:
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Vice President and Secretary
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RK MIDCO, LLC
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By:
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/s/ Anthony Stark
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Name:
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Anthony Stark
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Title:
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Vice President and Secretary
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DISCOVERORG DATA, LLC
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By:
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/s/ Anthony Stark
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Name:
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Anthony Stark
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Title:
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Vice President and Secretary
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DISCOVERORG ACQUISITION COMPANY
LLC
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By:
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/s/ Anthony Stark
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Name:
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Anthony Stark
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Title:
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Vice President and Secretary
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DISCOVERORG ACQUISITION
(TELLWISE), LLC
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By:
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/s/ Anthony Stark
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Name:
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Anthony Stark
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Title:
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Vice President and Secretary
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CLOUD VIRTUAL, LLC
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By:
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/s/ Anthony Stark
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Name:
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Anthony Stark
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Title:
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Vice President and Secretary
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NEVERBOUNCE, LLC
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By:
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/s/ Anthony Stark
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Name:
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Anthony Stark
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Title:
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Vice President and Secretary
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ZEBRA ACQUISTION CORPORATION
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By:
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/s/ Anthony Stark
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Name:
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Anthony Stark
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Title:
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Vice President and Secretary
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ZOOM INFORMATION INC.
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By:
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/s/ Anthony Stark
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Name:
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Anthony Stark
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Title:
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Vice President and Secretary
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DATANYZE, INC.
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By:
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/s/ Anthony Stark
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Name:
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Anthony Stark
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Title:
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Vice President and Secretary
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Acknowledged and Agreed,
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MORGAN STANLEY SENIOR FUNDING, INC.,
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as Administrative Agent
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By:
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/s/ Jonathon Rauen
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Name:
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Jonathon Rauen
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Title:
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Authorized Signatory
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Very truly yours,
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[NAME OF ADDITIONAL GUARANTOR]
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By:
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Name:
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Title:
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Acknowledged and Agreed,
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MORGAN STANLEY SENIOR FUNDING, INC.,
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as Administrative Agent
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By:
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Name:
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Title:
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DISCOVERORG, LLC
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By:
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/s/ Anthony Stark
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Name:
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Anthony Stark
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Title:
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Vice President and Secretary
|
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DISCOVERORG MIDCO, LLC
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By:
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/s/ Anthony Stark
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Name:
|
Anthony Stark
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Title:
|
Vice President and Secretary
|
|
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RKSI ACQUISITION CORPORATION
|
|
|
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By:
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/s/ Anthony Stark
|
Name:
|
Anthony Stark
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Title:
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Vice President and Secretary
|
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RK MIDCO, LLC
|
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|
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By:
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/s/ Anthony Stark
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Name:
|
Anthony Stark
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Title:
|
Vice President and Secretary
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DISCOVERORG DATA, LLC
|
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By:
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/s/ Anthony Stark
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Name:
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Anthony Stark
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Title:
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Vice President and Secretary
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NEVERBOUNCE, LTC
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By:
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/s/ Anthony Stark
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Name:
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Anthony Stark
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Title:
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Vice President and Secretary
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DISCOVERORG ACQUISITION (TELLWISE), LLC
|
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By:
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/s/ Anthony Stark
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Name:
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Anthony Stark
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Title:
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Vice President and Secretary
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CLOUD VIRTUAL, LLC
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By:
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/s/ Anthony Stark
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Name:
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Anthony Stark
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Title:
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Vice President and Secretary
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DISCOVERORG ACQUISITION COMPANY LLC
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By:
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/s/ Anthony Stark
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Name:
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Anthony Stark
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Title:
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Vice President and Secretary
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ZEBRA ACQUISITION CORPORATION
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By:
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/s/ Anthony Stark
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Name:
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Anthony Stark
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Title:
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Vice President and Secretary
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ZOOM INFORMATION INC.
|
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By:
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/s/ Anthony Stark
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Name:
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Anthony Stark
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Title:
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Vice President and Secretary
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ZOOMINFO INTERNATIONAL INC.
|
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By:
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/s/ Anthony Stark
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Name:
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Anthony Stark
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Title:
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Vice President and Secretary
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DATANYZE, INC.
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By:
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/s/ Anthony Stark
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Name:
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Anthony Stark
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Title:
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Vice President and Secretary
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ZOOMINFO ISRAEL LTD
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By:
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/s/ Anthony Stark
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Name:
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Anthony Stark
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Title:
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Secretary
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DATANYZE RUS, LLC
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By:
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/s/ Anthony Stark
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Name:
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Anthony Stark
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Title:
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Secretary
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[_______________]
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By:
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Name:
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Title
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MORGAN STANLEY SENIOR FUNDING, INC.,
as First Lien Collateral Agent
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By:
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/s/ Jonathon Rauen
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Name: Jonathon Rauen
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Title: Authorized Signatory
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MORGAN STANLEY SENIOR FUNDING, INC.,
as Initial Second Lien Representative
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By:
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/s/ Jonathon Rauen
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Name: Jonathon Rauen
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Title: Authorized Signatory
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Acknowledged by:
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DISCOVERORG, LLC
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By:
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/s/ Anthony Stark
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Name: Anthony Stark
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Title: Vice President and Secretary
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DISCOVERORG MIDCO, LLC
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By:
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/s/ Anthony Stark
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Name: Anthony Stark
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Title: Vice President and Secretary
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RKSI ACQUISITION CORPORATION
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By:
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/s/ Anthony Stark
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Name: Anthony Stark
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Title: Vice President and Secretary
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RK MIDCO, LLC
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By:
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/s/ Anthony Stark
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Name: Anthony Stark
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Title: Vice President and Secretary
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DISCOVERORG DATA, LLC
|
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By:
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/s/ Anthony Stark
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Name: Anthony Stark
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Title: Vice President and Secretary
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DISCOVERORG ACQUISITION COMPANY
LLC
|
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By:
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/s/ Anthony Stark
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Name: Anthony Stark
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Title: Vice President and Secretary
|
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DISCOVERORG ACQUISTION (TELLWISE),
LLC
|
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By:
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/s/ Anthony Stark
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Name: Anthony Stark
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Title: Vice President and Secretary
|
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CLOUD VIRTUAL, LLC
|
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By:
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/s/ Anthony Stark
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Name: Anthony Stark
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Title: Vice President and Secretary
|
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NEVERBOUNCE, LLC
|
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By:
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/s/ Anthony Stark
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Name: Anthony Stark
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Title: Vice President and Secretary
|
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ZEBRA ACQUISITION CORPORATION
|
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By:
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/s/ Anthony Stark
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Name: Anthony Stark
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Title: Vice President and Secretary
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ZOOM INFORMATION INC
|
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By:
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/s/ Anthony Stark
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Name: Anthony Stark
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Title: Vice President and Secretary
|
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DATANYZE, INC.,
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By:
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/s/ Anthony Stark
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Name: Anthony Stark
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Title: Vice President and Secretary
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[NAME OF NEW GRANTOR],
as New Grantor,
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By:
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Name:
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Title:
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Address for notices: [ ]
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[NAME OF NEW REPRESENTATIVE],
as [ ] for the holders of [ ],
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By:
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Name:
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Title:
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Address for notices:
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||
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attention of:
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Telecopy:
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[ ],
as Designated Senior Representative,
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||
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By:
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Name:
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Title:
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Acknowledged by:
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||
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[ ]
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By:
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Name:
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Title:
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[ ]
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By:
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Name:
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Title:
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DISCOVERORG, LLC,
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By:
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Name:
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Title:
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DISCOVERORG MIDCO, LLC,
as Holdings
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By:
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Name:
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Title:
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[NAME OF NEW REPRESENTATIVE],
as [ ] for the holders of [ ],
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By:
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Name:
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Title:
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Address for notices:
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||
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attention of:
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Telecopy:
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[ ],
as Designated Senior Representative,
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By:
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Name:
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Title:
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Acknowledged by:
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||
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[ ]
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By:
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Name:
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Title:
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[ ]
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||
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By:
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Name:
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Title:
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DISCOVERORG, LLC,
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||
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By:
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Name:
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Title:
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DISCOVERORG MIDCO, LLC,
as Holdings
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||
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By:
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Name:
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Title:
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DISCOVERORG, LLC
|
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EMPLOYEE
|
||
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By:
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/s/ Henry L. Schuck
|
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/s/ Chris Hays
|
Name: Henry L. Schuck
|
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Name: Chris Hays
|
||
Title: Chief Executive Officer
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Date: 8/26/2018
|
||
Date: 08/16/2018
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Signature of Employee:
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Print Name of Employee:
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Date:
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Address for Notifications:
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in the position of:
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805 BROADWAY, SUITE 900
VANCOUVER, WA 98660
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800.914.1220
DISCOVERORG.COM
|
▪
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1% through 15% - $7,000
|
▪
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16% or more - $10,000
|
▪
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25% or more - $16,000
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THE COMPANY:
|
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EMPLOYEE:
|
||
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DiscoverOrg Data, LLC
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||
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/s/ Peter Cameron Hyzer
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By:
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/s/ Henry L. Schuck
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Peter Cameron Hyzer
|
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Name:
|
Henry L. Schuck
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Title:
|
CEO
|
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Date:
|
12/21/2018
|
Date:
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12/20/2018
|
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NOTE:
|
YOU MUST COMPLETE AND SIGN THE INVESTOR QUESTIONNAIRE ATTACHED HERETO.
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E-mail Address:
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Mailing Address:
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Telephone Number:
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Facsimile Number:
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Name of Member
(Please type or print)
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Signature of Member
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1.
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¨ I am a natural person and have a net worth, either alone or with my spouse, of more than $1,000,000 (excluding the value of my primary residence and any debt secured by my primary residence other than (1) debt secured by my primary residence that exceeds the fair market value of my primary residence, or (2) debt secured by my primary residence that I have borrowed within the past 60 days not for the purpose of purchasing my primary residence).
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2.
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¨ I am a natural person and had income in excess of $200,000 during each of the previous two years and reasonably expect to have income in excess of $200,000 during the current year, or joint income with my spouse in excess of $300,000 during each of the previous two years and reasonably expect to have joint income in excess of $300,000 during the current year.
|
HSKB Funds, LLC
|
||
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By:
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HLS Management, LLC
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By:
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Henry L. Schuck, Member
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DISCOVERORG HOLDINGS, LLC
|
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By:
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Name: Henry L. Schuck
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Title: Chief Executive Officer
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[Grantee]
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1.
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The name, taxpayer identification number, address of the undersigned, and the taxable year for which this election is being made are:
|
2.
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The property which is the subject of this election is ______ Class P Units (the “Units”) of DiscoverOrg Holdings, LLC (the “Company”).
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3.
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The property was transferred to the undersigned on ___________________.
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4.
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The property is subject to the following restrictions: The Units are subject to restrictions on transfer and risk of forfeiture upon termination of the undersigned’s service relationship and in certain other events.
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5.
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The fair market value of the property at time of transfer (determined without regard to any restrictions other than nonlapse restrictions as defined in §1.83-3(h) of the Income Tax Regulations) is $0.00 per Unit x [____] Units = $0.00.
|
6.
|
For the property transferred, the undersigned paid $0.00 per Unit x [____] Units = $0.00.
|
7.
|
The amount to include in gross income is $0.00.
|
Dated: ___________________, 2018
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Unitholder:
|
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Spouse of Unitholder:
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Signature
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Signature
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Printed Name
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Printed Name
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Dated
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Dated
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My Commission Expires
|
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Notary Public
|
|
|
Name of Subsidiary
|
Jurisdiction of Incorporation or Organization
|
ZoomInfo Holdings, LLC
|
Delaware
|
DiscoverOrg Acquisition (Tellwise), LLC
|
Delaware
|
DiscoverOrg Acquisition (Komiko), LLC
|
Delaware
|
DiscoverOrg Acquisition Company LLC
|
Delaware
|
ZoomInfo Technologies LLC
|
Delaware
|
Cloud Virtual, LLC
|
Delaware
|
Datanyze, LLC
|
Delaware
|
Neverbounce, LLC
|
Delaware
|
RK Midco, LLC
|
Delaware
|
RKSI Acquisition Corporation
|
Delaware
|
Zebra Acquisition Corporation
|
Delaware
|
ZoomInfo Intermediate Holdings LLC
|
Delaware
|
ZoomInfo Midco LLC
|
Delaware
|
ZoomInfo LLC
|
Delaware
|
ZoomInfo International, LLC
|
Delaware
|
ZoomInfo Israel Ltd
|
Israel
|