Zoominfo Technologies Inc. current report, 13 July 2021

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ZoomInfo Technologies Inc. — Form 8-K Summary

Business Context and Reporting Period

ZoomInfo Technologies Inc. filed a Form 8-K dated July 13, 2021, with the report signed July 15, 2021. The filing reports the pricing and completion of a private offering by indirect subsidiaries ZoomInfo Technologies LLC and ZoomInfo Finance Corp. of additional 3.875% Senior Notes due 2029.

Key Financial and Capital Structure Matters

  • Additional debt issued: $300.0 million aggregate principal amount of additional 3.875% Senior Notes due February 1, 2029.
  • The Additional Notes were issued on July 15, 2021, and will form a single series with the existing 3.875% Senior Notes due 2029.
  • The notes were sold under Rule 144A and Regulation S and carry a 3.875% stated interest rate.
  • Net proceeds, together with proceeds from an expected credit agreement amendment, are intended to repay $225 million drawn under the revolving credit facility for the acquisition of AffectLayer Inc., doing business as Chorus.ai.
  • Remaining proceeds are intended for offering, credit agreement amendment, and acquisition-related fees and expenses, with any balance available for general corporate purposes.
  • The filing does not provide revenue, profit, cash flow, margin, total debt, cash balance, or liquidity figures.

Material Changes Versus the Prior Comparable Period

The filing does not present period-over-period operating results. The material changes disclosed are the addition of $300.0 million of 2029 senior notes and the planned refinancing of $225 million of acquisition-related revolving borrowings, potentially supplemented by $200 million of additional term loans under the proposed credit agreement amendment.

Outlook, Risks, Contingencies, and Unusual Items

  • The proposed credit agreement amendment is expected to provide $200 million of additional term loans, but remains subject to market and customary closing conditions.
  • There is no assurance that the amendment will be executed on the expected terms, within the expected timeframe, or at all.
  • The stated uses of proceeds are forward-looking and may differ from actual uses.
  • The transaction increases consolidated indebtedness and related interest obligations, although the planned repayment would reduce revolving credit borrowings.
  • The filing incorporates the company’s broader risk factors from its 2020 Form 10-K and subsequent SEC filings.

Important Facts for Investors to Verify

  1. Confirm the final terms, issue price, net proceeds, and settlement details of the Additional Notes.
  2. Verify whether the proposed credit agreement amendment was completed and whether the $200 million of additional term loans were funded.
  3. Confirm repayment of the $225 million revolving credit facility borrowing and assess the resulting debt maturity profile and interest expense.
  4. Review the acquisition financing and subsequent performance of Chorus.ai.
  5. Read the full indenture, supplemental indenture, credit agreement amendment, and applicable SEC risk factors for covenants, guarantees, collateral, redemption provisions, and restrictions.