Business Context and Reporting Period
Company: GoDaddy Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: May 20, 2018
Event: Announcement of a proposed secondary offering of Class A common stock by certain selling stockholders pursuant to an automatically effective shelf registration statement (Form S-3).
Key Financial Metrics
This filing is a current report regarding a corporate event and does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document references historical financial statements and pro forma information related to the Host Europe Group acquisition filed in previous 8-K reports (April 2017 through February 2018), but does not restate those figures herein.
Material Changes and Offering Details
The primary material event is the proposed sale of 11,625,000 shares of Class A common stock by specific selling stockholders. The offering is not a primary offering by the Company; proceeds will go to the selling stockholders. The filing details the beneficial ownership of these stockholders as of March 31, 2018, and their projected ownership post-offering:
- Entities Affiliated with KKR: Selling 4,000,000 shares (reducing ownership from 6.4% to 4.0%).
- Entities Affiliated with Silver Lake: Selling 3,500,000 shares (reducing ownership from 7.0% to 4.9%).
- YAM Special Holdings, Inc.: Selling 4,000,000 shares (reducing ownership from 4.6% to 2.3%).
- Scott W. Wagner: Selling 125,000 shares (ownership remains at 0.9%).
The total shares outstanding used for calculation were 148,359,277 Class A shares (or 170,440,405 assuming exchange of all LLC Units).
Guidance, Outlook, and Risks
Management Commentary: The filing incorporates by reference a press release (Exhibit 99.1) but does not contain direct management commentary, forward-looking guidance, or outlook statements within the text of this specific 8-K.
Risks and Contingencies: The filing notes that the sale is subject to market conditions and the terms of the prospectus. It references the complex beneficial ownership structures involving KKR and Silver Lake entities, noting shared voting and investment powers among various general partners and funds.
Investor Verification Checklist
- Verify the final offering price and total proceeds from the press release (Exhibit 99.1) referenced in this filing.
- Confirm the impact of the 11,625,000 share sale on the Company's total float and market capitalization.
- Review the referenced 8-K filings from 2017 and early 2018 for the Host Europe Group pro forma financial data mentioned in the text.
- Monitor subsequent filings for the completion of the offering and any changes in the beneficial ownership percentages of KKR, Silver Lake, and YAM Special Holdings.