Endurance International, the holding company behind brands such as Domain.com and HostGator has closed the acquisition of top ten registrar Directi and some related companies.
The acquisition, which was announced last September is worth between $100 million and $110 million — $25.5 million in cash and the rest in shares and a promissory note.
The deal includes Directi properties BigRock (a registrar), ResellerClub (the reseller-focused registrar), LogicBoxes (the registrar management service) and webhosting.info.
It does not include Radix Registry, the company that applied for 31 new gTLDs, 28 of which applications are still active.
Directi CEO Bhavin Turakhia “has agreed to be closely involved in the integration of the two companies”, but it doesn’t sound like he’s taking on a permanent role at Endurance.
Endurance may not be a familiar brand in and of itself, but its businesses include Bluehost, HostGator, Domain.com, FatCow, iPage and Mojo Marketplace.
Law enforcement and IP owners were dealt a setback last week when the National Arbitration Forum ruled that they cannot block domain transfers unless they have a court order.
The ruling could make it more difficult for registrars to acquiesce to requests from police trying to shut down piracy sites, as they might technically be in breach of their ICANN contracts.
NAF panelist Bruce Meyerson made the call in a Transfer Dispute Resolution Policy ruling after a complaint filed by EasyDNS against Directi (PublicDomainRegistry.com).
You’re probably asking right about now: “The what policy?”
I had to look it up, too.
It’s designed for disputes where one registrar refuses to transfer a domain to another. As part of the IRTP, it’s a binding part of the Registrar Accreditation Agreement.
It seems to have been rarely used in full over the last decade, possibly because the first point of complaint is the registry for the TLD in question, with only appeals going to a professional arbitrator.
Only NAF and the Asian Domain Name Dispute Resolution Centre are approved to handle such cases, and their respective records show that only one TDRP appeal has previously filed, and that was in 2013.
In the latest case, Directi had refused to allow the transfer of three domains to EasyDNS after receiving a suspension request from the Intellectual Property Crime Unit of the City of London Police.
The IPCU had sent suspension requests, targeting music download sites “suspected” of criminal activity, to several registrars.
The three sites — maxalbums.com, emp3world.com, and full-albums.net — are all primarily concerned with hosting links to pirated music while trying to install as much adware as possible on visitors’ PCs.
The registrants of the names had tried to move from India-based Directi to Canada-based EasyDNS, but found the transfers denied by Directi.
EasyDNS, which I think it’s fair to say is becoming something of an activist when it come to this kind of thing, filed the TDRP first with Verisign then appealed its “No Decision” ruling to NAF.
NAF’s Meyerson delivered a blunt, if reluctant-sounding, win to EasyDNS:
Although there are compelling reasons why the request from a recognized law enforcement agency such as the City of London Police should be honored, the Transfer Policy is unambiguous in requiring a court order before a Registrar of Record may deny a request to transfer a domain name… The term “court order” is unambiguous and cannot be interpreted to be the equivalent of suspicion of wrong doing by a policy agency.
To permit a registrar of record to withhold the transfer of a domain based on the suspicion of a law enforcement agency, without the intervention of a judicial body, opens the possibility for abuse by agencies far less reputable than the City of London Police.
That’s a pretty unambiguous statement, as far as ICANN policy is concerned: no court order, no transfer block.
It’s probably not going to stop British cops trying to have domains suspended based on suspicion alone — the Metropolitan Police has a track record of getting Nominet to suspend thousands of .uk domains in this way — but it will give registrars an excuse to decline such requests when they receive them, if they want the hassle.
Directi-affiliated TLD registry Radix, has won the private auction for the .website gTLD, according to Radix.
The company beat rival portfolio applicants Donuts and Top Level Domain Holdings to the string, in an auction that was managed by Innovative Auctions, likely one of several going on this week.
There’s no outstanding Governmental Advisory Committee advice or objections to the Radix application, so its path to contracting and eventual delegation should be relatively uncontroversial now.
The price was undisclosed, Innovative’s standard terms.
Directi is in the process of being acquired by Endurance International, owner of Domain.com, which promised Radix up to $62 million to help with its gTLD auctions.
Endurance International, owner of Domain.com and HostGator, plans to raise up to $400 million in a Nasdaq IPO, and said it will spend up to $110 million of that buying Directi, India’s largest domain registrar.
As part of the proposed acquisition, Endurance has also agreed to bankroll Directi’s new gTLD auctions to the tune of $62 million.
The acquisition is not final, and appears to depend on a number of targets related to the IPO and Directi’s revenue performance. Endurance’s S-1 filing with the US Securities and Exchange Commission reads:
In August 2013, we entered into a master share purchase agreement to acquire all of the outstanding capital stock of Directi from Directi Holdings, the seller, for an amount we estimate will be between $100 million and $110 million in cash or, at the election of the seller, a combination of cash and shares of our common stock, subject to the satisfaction or waiver of specified customary closing conditions and the achievement of specified financial targets.
The acquisition would close in the fourth quarter this year.
As well as running a top-ten registrar (and a few dozen others), Directi subsdiary Radix Registry has 29 active new gTLD applications, 26 of which are contested.
Endurance proposes to help Radix win these contention sets. On new gTLD auctions, the S-1 says:
in connection with our proposed acquisition of Directi, we entered into agreements with entities affiliated with Directi Holdings related to participation in the auction of new top level domain extensions and domain monetization activities, pursuant to which, among other things, we may be obligated to make aggregate cash payments of up to a maximum of approximately $62 million, subject to specified terms, conditions and operational contingencies.
Endurance is a complicated company. Its most familiar brands include Domain.com, iPage, FatCow, Homestead, Bluehost, HostGator, A Small Orange, iPower and Dotster.
But since December 2011 it has been controlled and majority owned by Warburg Pincus and Goldman Sachs, which paid a reported $975 million.
Its annual revenue for the last three calendar years has been $87.8 million, $190.3 million and $292.2 million. It’s currently not profitable, recording a net loss of $139.2 million in 2012.
It has seven million domains under management and had 3.4 million customers at the end of June 2013.
Judging by the S-1, the company has over a billion dollars of debt. Directi acquisition excluded, most of its IPO proceeds would go towards paying off some of that debt.
Directi has become the first TLD registry to start complying with the Uniform Rapid Suspension process for cybersquatting complaints.
From today, all .pw domain name registrations will be subject to the policy, which enables trademark owners to have domains suspended more quickly and cheaply than with UDRP.
URS was designed, and is obligatory, for all new gTLDs, but Directi decided to adopt the policy along with UDRP voluntarily, to help mitigate abuse in the ccTLD namespace.
URS requirements for gTLD registries have not yet been finalized, but this is moot as they don’t apply to .pw anyway.
To date, only two UDRP complaints have been filed over .pw domains.
The National Arbitration Forum will be handling URS complaints. Instructions for filing can be found here.