The Firm recently represented ZoomInfo Technologies Inc. (“ZoomInfo”) in connection with its July 13, 2021 acquisition of substantially all the assets, and certain specified liabilities, of AffectLayer Inc. (d/b/a Chorus.ai), a leader in conversation intelligence (the “Acquisition”). The cash purchase price in connection with the Acquisition of approximately $575 million (which is subject to certain adjustments) was funded by $225 million of revolving credit borrowings under the existing first lien credit agreement of ZoomInfo LLC (the “Borrower”), a subsidiary of the Company, and the remainder with cash on hand.
The Firm also represented ZoomInfo in connection with a Rule 144A/Regulation S offering by ZoomInfo Technologies LLC and ZoomInfo Finance Corp., indirect subsidiaries of ZoomInfo (collectively, the “Issuers”), of $300 million aggregate principal amount 3.875% Senior Notes due 2029. The notes were issued on July 15, 2021 under the same indenture as the $350 million aggregate principal amount of 3.875% Senior Notes due 2029 by the Issuers, which were issued on February 2, 2021 and constitute part of the same series as such notes.
In addition, the Firm represented the Borrower in connection with its July 20, 2021 amendment to its existing first lien credit agreement providing for, among other things, the incurrence of an additional $200 million aggregate principal amount of additional term loans.
ZoomInfo used the net proceeds of the offering along with the net proceeds of additional term loans (i) to repay $225 million of outstanding borrowings under its revolving credit facility which were used to pay a portion of the consideration for the Acquisition, (ii) to pay fees and expenses related to the Acquisition, the offering and the credit agreement amendment, and (iii) for general corporate purposes.
ZoomInfo (NASDAQ: ZI) is a leading go-to-market intelligence platform for sales and marketing teams. Its platform delivers comprehensive and high-quality intelligence and analytics to provide sales and marketing professionals accurate information and insights on the organizations and professionals they target. Its software, insights and data enable over 20,000 companies to sell and market more effectively and efficiently.
The Simpson Thacher team included Kirsten Jensen (M&A); Richard Fenyes, Sung Bum Cho, Jason Kitchen and Ryan Poché (Capital Markets); Christopher Brown, Mark Haddox and Tina Zheng (Banking and Credit); Andrew Purcell, Jasmine Hay and Abigail Hopper (Tax); Jamin Koslowe and Alyssa Ohanian (Executive Compensation and Employee Benefits); and Melanie Jolson and Justin Calderon (Intellectual Property).