Subsequent Events

9 Months Ended

Sep. 30, 2021

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

Consensus Cloud Solutions, Inc. Spin-Off

On October 7, 2021, the Separation of Consensus into an independent publicly traded company was completed and J2 Global transferred J2 Cloud Services, LLC to Consensus Cloud Solutions, Inc. who in turn transferred the non-fax assets and liabilities back to J2 Global such that Consensus was left with the cloud fax business. The Separation was achieved through J2 Global’s distribution of 80.1% of the shares of Consensus common stock to holders of J2 Global common stock as of the close of business on October 1, 2021, the record date for the distribution. J2 Global’s stockholders of record received one share of Consensus common stock for every three shares of J2 Global’s common stock. On October 8, 2021, Consensus began trading on Nasdaq under the stock symbol “CCSI”. Ziff Davis, Inc. (“Ziff Davis”) (formerly J2 Global, Inc.) retained a 19.9% interest in Consensus following the Separation.

In connection with the Separation and Distribution, on October 7, 2021, Consensus entered into various agreements with Ziff Davis contemplated by the Separation and Distribution Agreement to provide a framework for Consensus’s relationship with Ziff Davis after the Separation and Distribution, including the following agreements:

a.A Separation and Distribution Agreement;

b.A Transition Services Agreement

c.A Tax Matters Agreement

d.An Employee Matters Agreement

e.An Intellectual Property License Agreement

f.A Stockholder and Registration Rights Agreement

Indentures for 2026 Notes and 2028 Notes

In connection with the Distribution, on October 7, 2021, Consensus issued $305 million of 6.0% senior notes due 2026 (the “2026 Notes”) and $500 million of 6.5% senior notes due 2028 (the “2028 Notes”). The 2026 Notes were issued pursuant to an Indenture, dated as of October 7, 2021, by and between Consensus and Wilmington Trust, National Association, as trustee (the “2026 Indenture”), and the 2028 Notes were issued pursuant to an Indenture, dated as of October 7, 2021, by and between Consensus and Wilmington Trust, National Association, as trustee (the “2028 Indenture”).

On October 7, 2021, in exchange for the equity interest in Consensus, Consensus paid Ziff Davis approximately $269.6 million of cash and issued $500.0 million of the senior notes due 2028 to Ziff Davis.

Facility lease

On October 28, 2021, J2 Global (the “Assignor”) and Consensus (the “Assignee”) entered into the Assignment and First Amendment to Office Lease (the “Amendment”) with the NREA-TRC 700 LLC (the “Landlord”), in regards to the lease which was previously entered into on April 24, 2019 between the Assignor and the Landlord for certain office space located at 700 South Flower Street, Los Angeles, California (the “Lease”), the lease has an expiration date of January 31, 2031. The Amendment granted the Landlord’s consent to the assignment of the Lease by the Assignor to Assignee.