Business Context and Reporting Period
This Form 8-K Current Report was filed by GoDaddy Inc. on February 25, 2019. The filing discloses a proposed secondary offering of Class A common stock involving both the Company and certain selling stockholders under an existing shelf registration statement (Form S-3).
Key Financial Metrics
The filing does not provide comprehensive financial statements, revenue, profit, or cash flow data. The only specific financial metric disclosed is the expected net proceeds to the Company from the offering.
- Expected Net Proceeds to Company: $0.6 million (after underwriting discounts and commissions).
- Proceeds to Selling Stockholders: The Company will not receive proceeds from the sale of shares by selling stockholders.
- Use of Proceeds: Transaction expenses and general corporate purposes.
Material Changes and Offering Details
The primary event is the sale of shares by the Company and major private equity affiliates. The offering structure is as follows:
- Company Sale: 8,000 shares of Class A common stock.
- Selling Stockholders Sale: 8,538,616 shares of Class A common stock.
- Outstanding Shares (Pre-Offering): 168,549,037 shares of Class A common stock (or 174,803,334 assuming exchange of all LLC Units).
Selling Stockholders:
- Entities Affiliated with KKR: Selling 3,368,908 shares (100% of their beneficial ownership). Post-offering ownership: 0%.
- Entities Affiliated with Silver Lake: Selling 5,169,708 shares. Post-offering ownership: 89,000 shares (0.1%).
Outlook, Risks, and Contingencies
The filing notes that the remaining 89,000 shares held by Silver Lake affiliates post-offering are expected to be distributed to certain members for the sole purpose of charitable giving. No specific forward-looking guidance, risk factors, or unusual items regarding operations were disclosed in this specific filing, as it focuses solely on the capital transaction.
Investor Verification Checklist
- Verify the final closing date and actual net proceeds received by the Company versus the estimated $0.6 million.
- Confirm the final share count and dilution impact following the exchange of LLC Units.
- Review the attached press release (Exhibit 99.1) for the specific underwriting agreement terms and pricing.
- Monitor subsequent filings for the completion of the charitable distribution of Silver Lake's remaining shares.