GoTo Group, Inc. Announces Early Tender Results and Expected Settlement of Exchange Offer for 5.50% Senior Secured Notes Due 2027

GoTo Group, Inc. ("GoTo" or the "Company"), the leading brand in making IT management, support, and business communications easy, today announced that $410,475,000 in aggregate principal amount of the Company's 5.50% Senior Secured Notes due 2027 (the "Existing Notes"), representing approximately 99.54% of the total outstanding principal amount of the Existing Notes, has been validly tendered in connection with the Company's previously announced Exchange Offer (as defined below).

The Exchange Offer consists of the offer to exchange up to $412,363,000 aggregate principal amount of Existing Notes for new 5.50% First Lien First Out Senior Secured Notes due 2028 (the "FLFO Notes") and new 5.50% First Lien Second Out Senior Secured Notes due 2028 (the "FLSO Notes" and, together with the FLFO Notes, the "Exchange Notes") (the "Exchange Offer"). The Exchange Offer is open to all eligible holders of the Existing Notes (collectively, the "Holders"). The settlement of the Existing Notes validly tendered and not validly withdrawn on or prior to the Early Tender Date (as defined below) is expected to take place today (the "Early Settlement Date").

The following table summarizes certain terms of the Exchange Offer, including the consideration Holders received in respect of the Existing Notes tendered on or prior to 5:00 p.m., New York City time, on February 16, 2024 (the "Early Tender Date") and consideration Holders will receive for Existing Notes tendered after the Early Tender Date. According to information provided by D.F. King & Co., Inc., the exchange agent and information agent for the Exchange Offer, $410,475,000 in aggregate principal amount of Existing Notes were validly tendered and not validly withdrawn on or prior to the Early Tender Date.

In addition to the consideration described in the table above, the Company will pay in cash accrued and unpaid interest on the Existing Notes accepted in the Exchange Offer from the applicable latest interest payment date to, but not including, (i) February 5, 2024, in the case of Existing Notes tendered on or prior to the Early Tender Date, with such interest payment occurring on the Early Settlement Date, or (ii) March 1, 2024, in the case of Existing Notes tendered after the Early Tender Date but before 5:00 p.m., New York City time, on March 5, 2024 (the "Expiration Date"), with such interest payment occurring on March 1, 2024, in accordance with the terms of the indenture governing the Existing Notes.

Holders who validly tender their Existing Notes after the Early Tender Date but at or prior to the Expiration Date will not be entitled to any additional accrued and unpaid interest on the Existing Notes after March 1, 2024. Interest on the Exchange Notes will accrue from (i) February 5, 2024, in the case of Exchange Notes issued in exchange for Existing Notes tendered on or prior to the Early Tender Date, with such first interest payment occurring on March 1, 2024, or (ii) March 1, 2024, in the case of Exchange Notes issued in exchange for Existing Notes tendered after the Early Tender Date but at or before the Expiration Date, with such first interest payment occurring on September 1, 2024.

As of 5:00 p.m., New York City time, on February 16, 2024 (the "Withdrawal Deadline"), Existing Notes validly tendered in the Exchange Offer may no longer be withdrawn, except for certain limited circumstances where additional withdrawal rights are required by law.

The Exchange Offer will remain open until March 5, 2024. Full details of the terms and conditions of the Exchange Offer are described in a Confidential Exchange Offering Memorandum (the "Exchange Offer Memorandum"). Holders are encouraged to read the Exchange Offer Memorandum, as it contains important information regarding the Exchange Offer. This press release is neither an offer to purchase nor a solicitation of an offer to buy any Existing Notes. Holders may go to www.dfking.com/goto to confirm their eligibility to participate in the Exchange Offer.

Requests for the Exchange Offer Memorandum and other documents relating to the Exchange Offer may be directed to D.F. King & Co., Inc., toll free at (800) 967-5079 or toll at (212) 269-5550, or via email at [email protected]. None of the Company, any of its subsidiaries or affiliates, or any of their respective officers, boards of directors, members or managers, D.F. King & Co., Inc. or the trustee of the Existing Notes or the Exchange Notes is making any recommendation as to whether Holders should tender any Existing Notes, and no one has been authorized by any of them to make such a recommendation.

This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security and does not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Exchange Offer is being made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, has not been registered with the Securities and Exchange Commission and relies on exemptions under state securities laws.

About GoTo
GoTo makes IT and business communications easy, so its customers can do what matters most. Featuring flagship products GoTo Resolve, GoTo Connect, and LogMeIn Rescue, the GoTo portfolio helps securely support and connect businesses to what's most important: their teams and customers. For over 20 years, the company has been dedicated to robust security, including zero trust authentication, and powers more than 1 billion remote support sessions and 1 million customers with easy-to-use, built-for-IT solutions that save businesses time and money. With over $1 billion in annual revenue, the remote-centric company is headquartered in Boston, Massachusetts, with more than 3,000 GoGetters across North America, South America, Europe, Asia, and Australia.

Forward-Looking Statements
This press release contains forward-looking statements. These forward-looking statements do not relay historical facts, but rather reflect our current expectations concerning future operations, results and events. All statements other than statements of historical fact, including statements regarding the debt exchange offers, are "forward-looking statements." You can identify some of these forward-looking statements by our use of words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "likely," "may," "estimates" and similar expressions. You can also identify a forward-looking statement in that such statements discuss matters in a way that anticipates operations, results or events that have not already occurred but rather will or may occur in future periods. We cannot guarantee that we will achieve any forward-looking plans, intentions, results, operations or expectations. Because these statements apply to future events, they are subject to risks and uncertainties, some of which are beyond our control that could cause actual results to differ materially from those forecasted or anticipated in the forward-looking statements. These risks, as well as other risks and uncertainties, include those detailed in the section "Risk Factors" included in the Exchange Offer Memorandum and in the Quarterly Report for the quarterly period ended September 30, 2023, of LMI Parent, L.P., the indirect parent company of GoTo. You should not place undue reliance on these forward-looking statements, which reflect our views as of the date of this press release. We undertake no obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.