JACKSONVILLE, Fla., Aug. 9, 2013 (GLOBE NEWSWIRE) -- Web.com Group, Inc. (Nasdaq:WWWW), a leading provider of internet services and online marketing solutions for small businesses, announced today the pricing of $225.0 million aggregate principal amount of 1.00% senior convertible notes due 2018. In addition, Web.com has granted the underwriters a 30-day option to purchase up to an additional $33.75 million aggregate principal amount of notes on the same terms and conditions to cover over-allotments.
Web.com intends to use the net proceeds from the offering for repayment of indebtedness.
The notes will be senior unsecured obligations of Web.com and will bear interest at a rate of 1.00% per year, payable semiannually in arrears on February 15 and August 15 of each year, beginning on February 15, 2014. The notes will mature on August 15, 2018, unless earlier repurchased, redeemed or converted.
Prior to May 15, 2018, the notes will be convertible only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The conversion rate will initially be 28.5714 shares of Web.com's common stock per $1,000 principal amount of the notes, which is equivalent to an initial conversion price of approximately $35.00 per share of common stock, representing a conversion premium of approximately 24.3% over the last reported sale price of $28.16 per share of common stock on the NASDAQ Global Select Market on August 8, 2013. Upon conversion, holders will receive cash, shares of Web.com's common stock or a combination thereof, at Web.com's election.
Web.com estimates that the net proceeds from the offering of the notes will be approximately $218.5 million (or $251.4 million if the underwriters exercise their over-allotment option in full), after deducting the underwriters' discounts and commissions and estimated offering expenses payable by Web.com.
Wells Fargo Securities, LLC and Deutsche Bank Securities Inc. are acting as joint book-running managers for the offering.
The notes are being offered and sold under Web.com's shelf registration statement filed with the Securities and Exchange Commission (SEC) on August 8, 2013. A preliminary prospectus supplement related to the offering was filed with the SEC on August 8, 2013. Before you invest, you should read the preliminary prospectus supplement, the accompanying prospectus in the registration statement and the other documents we have filed with the SEC for more complete information about Web.com and the offering. You may get these documents for free by visiting EDGAR on the SEC's website at http://www.sec.gov. Alternatively, copies may be obtained from Wells Fargo Securities, LLC, Attn: Equity Syndicate Department, 375 Park Avenue, New York, New York 10152, 800-326-5897, or email: firstname.lastname@example.org; or Deutsche Bank Securities Inc., Attn: Prospectus Group, 60 Wall Street, New York, NY 10005-2836, by email at prospectus.CPDG@db.com or by phone at (800) 503-4611.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy the notes or any other securities, nor will there be any sale of notes or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Web.com Group, Inc. (Nasdaq:WWWW) provides a full range of Internet services to small businesses to help them compete and succeed online. Web.com is a global domain registrar and further meets the needs of small businesses anywhere along their lifecycle with affordable, subscription-based solutions including website design and management, search engine optimization, online marketing campaigns, local sales leads, social media, mobile products, eCommerce solutions and call center services.
Note to Editors: Web.com is a registered trademark of Web.com Group, Inc.
This press release includes certain "forward-looking statements," within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding the terms of the offering and the notes, the current market demand for these types of securities and the securities of Web.com, and the use of proceeds from the offering, that are subject to risks, uncertainties and other factors that could cause actual results or outcomes to differ materially from those contemplated by the forward-looking statements. These forward-looking statements include, but are not limited to, plans, objectives, expectations and intentions and other statements contained in this presentation that are not historical facts. These statements are sometimes identified by words such as "intends," "will," "expect" or words of similar meaning. As a result of the ultimate outcome of such risks and uncertainties, Web.com's actual results could differ materially from those anticipated in these forward-looking statements. These statements are based on Web.com's current beliefs or expectations, and there are a number of important factors that could cause the actual results or outcomes to differ materially from those indicated by these forward-looking statements, including, without limitation, risks related to the successful offering of the products and services of Web.com; and other risks that may impact Web.com's business. Other risk factors are set forth under the caption "Risk Factors" in the preliminary prospectus supplement related to this offering, Web.com's Annual Report on Form 10-K for the year ended December 31, 2012 and Form 10-Q for the quarter ended June 30, 2013, and other Web.com filings, as filed with the Securities and Exchange Commission, which are available on a website maintained by the Securities and Exchange Commission at www.sec.gov. Web.com expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein as a result of new information, future events or otherwise.