INTRODUCTORY STATEMENT
As required by, pursuant to the terms of, and subject to the conditions set forth in the Indenture, dated as of June 10, 2014 (the
Base Indenture), between J2 Global, Inc., a Delaware corporation (the Company), and U.S. Bank National Association, a national banking association, as trustee (the Trustee), as
supplemented by the First Supplemental Indenture, dated as of June 17, 2014, between the Company and the Trustee (the Supplemental Indenture, and the Base Indenture together with the Supplemental Indenture, the
Indenture), relating to the Companys 3.25% Convertible Senior Notes due 2029 (the Notes), this Tender Offer Statement on Schedule TO (Schedule TO) is filed by the Company with respect to
the right of each holder (each, a Holder) of the Notes, at such Holders option, to sell (the Put Right) and the obligation of the Company to repurchase 100% of the principal amount of the Notes plus
accrued and unpaid interest thereon to, but excluding, June 15, 2021, as set forth in the Companys Put Right Notice to Holders of 3.25% Convertible Senior Notes due 2029, dated May 14, 2021, filed as an exhibit to this Schedule TO
(as amended or supplemented from time to time, the Put Right Notice).
This Schedule TO is intended to satisfy the
disclosure requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended.
Items 1
through 9.
As permitted by General Instruction F to Schedule TO, all of the information set forth in the Put Right Notice is
incorporated by reference into this Schedule TO. All capitalized terms used but not specifically defined in this Schedule TO have the meanings given to such terms in the Put Right Notice.
Item 10. Financial Statements.
Pursuant to Instruction 2 to Item 10 of Schedule TO, the Companys financial condition is not material to a Holders decision whether
to put the Notes to the Company because (i) the consideration being offered to Holders surrendering Notes consists solely of cash, (ii) the Put Right is not subject to any financing conditions, (iii) the Put Right applies to
all outstanding Notes and (iv) the Company is a reporting company under Section 13(a) of the Securities Exchange Act of 1934, as amended, that files reports electronically on EDGAR. The financial condition and results of operations of the
Company and its subsidiaries are reported electronically on EDGAR on a consolidated basis.
Item 11. Additional Information.
Not applicable.
Item 12. Exhibits.
See Exhibit Index immediately following the signature page.
Item 13. Information Required by Schedule 13E-3.
Not applicable.