SecProbe.io

July 3, 2014

Via E -Mail
Blake J. Irving
Chief Executive Officer
GoDaddy Inc.
14455 N. Hayden Road
Scottsdale, A Z  85260

Re: GoDaddy Inc.
Registration Statement on Form S-1
Filed June 9 , 2014
  File No. 333-196615

Dear Mr. Irving :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in yo ur
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. Please tell us your analys is for not including Desert Newc o as a co -registrant.  See
Securities Act Rule 140.

2. Please also supplementally provide us with the studies you commissioned from
BrandOutlook, LLC and Beal Research, Inc., appropriately marked to highlight the
sections relied upon and cross -referenced to your prospec tus.  Confirm whether any other
third -party studies or reports relied upon or cited in the prospectus were commissioned by
you.  Finally, on page 58 under “Market and Industry Data,” please consider identifying
all third -party sources, including the date o f such sources, referenced in that section.

3. Please supplementally provide us with copies of any graphical materials or artwork you
intend to use in your prospectus.  Upon review of such materials, we may have further

Blake J. Irving
GoDaddy Inc.
July 3, 2014
Page 2

 comments.  For guidance, refer to Ques tion 101.02 in the Division of Corporation
Finance Compliance and Disclosure Interpretations on  Securities Act Forms.

Prospectus Summary

Summary of Offering Structure, page 7

4. Please state the percentage of Desert Newco LLC Units that are currently held by each of
Silver Lake, KKR, TCV , and Mr. Parson s, including their affiliates.

5. Please expand the fourth bullet point in this section to state that a portion of the offering
proceeds will be used to purchase LLC Units equal in number to the Class A share s sold
to the public in this offering, and clarify whether the LLC Units to be acquired by the
registrant will be purchased from existing LLC Unit owners or from Desert Newco.

6. We note your disclosure on page 63 that outlines the percentage ownership that will be
held by the various parties following completion of the Offering Transactions.  Please
expand your disclosure in this section to clearly and succinctly outline this info rmation.

7. Please revise the ninth bullet point to describe concisely the reorganization transactions.
In this regard, we note that in this bullet point, you indicate that the Reorganization
Parties will receive a distribution from certain affiliate owne rs and then merge with and
into newly formed subsidiaries of Go Daddy Inc.  It appears from your description on
page 61, however, that the merging entities are separate from the Reorganization Parties,
which are those affiliates that will receive a number of Class A shares equal to the
number of LLC Units held by the merging entities.  Please advise and revise.  Consider
including a cross -reference to the more detailed discussion of the reorganization
transactions.

8. Please tell us whether any of your exist ing owners or affiliates thereof will hold any Class
A shares prior to the completion of the offering, other than those that will be held by the
Reorganization Parties in connection with the reorganization transactions and Investor
Corp Mergers and other t han those rights held by existing owners to exchange LLC
Units, together with the corresponding Class B shares, for Class A shares after the
offering.

Risk Factors

“A security breach or network attack could delay or interrupt service. . .,” page 20

9. You disclose in this risk factor that you “have been subject to denial or disruption of
service . . . attacks by hackers.”  Please provide us with additional information regarding
the nature and scope of the attacks you reference, including when they occurred  and
whether they had a material impact on your business either on an individual or aggregate

Blake J. Irving
GoDaddy Inc.
July 3, 2014
Page 3

 basis.  Please tell us your consideration for including a discussion of this incident,
including a description of the costs and consequences, in this risk factor and elsewhere in
your disclosure, as appropriate.  We refer you to the Division of Corporation Finance’s
CF Disclosure Guidance: Topic No. 2 for additional guidance.

“We are exposed to the risk of system failures and capacity constraints,” page 22

10. In this risk factor, please quantify the impact of your September 2012 service outage , to
the extent material .

“We are subject to export controls and economic sanctions laws . . .,” page 41

11. You state that Media Temple Inc., which you acquired in 2013, file d with OFAC a
voluntary disclosure related to the apparent provision of services during the previous five
years to persons located in countries subject to U.S. embargoes.   You do not identify the
countries to which you refer or disclose the nature and exte nt of the services provided
into those countries.   Cuba, Iran, Sudan and Syria are designated as state sponsors of
terrorism by the State Department, and are subject to U.S. economic sanctions and export
controls.   Please describe to us the nature and exte nt of past, current and anticipated
contacts with Cuba, Iran, Sudan and Syria, if any, whether through direct or indirect
arrangements.   Your response should describe any products, technology or services
provided into Cuba, Iran, Sudan or Syria, directly o r indirectly, and any agreements,
arrangements or other contacts with the governments of Cuba, Iran, Sudan and Syria or
entities they control.

Organizational Structure, page 59

12. Please provide an additional organizational chart that outlines the corporate  structure pre -
reorganization and IPO, and shows the percentages in ownership of the various parties.

Use of Proceeds, page 64

13. Please clarify whether all proceeds will be used to purchase newly -issued LLC Units
from Desert Newco, or if a portion will be retained at the GoDaddy Inc.  level.  To the
extent that any proceeds will be retained, please describe how you intend to use those
proceeds.  Also clarify whether Desert Newco will use offering proceeds received from
the sale of LLP Units to the registrant  or be reimbursed by the registrant for the expenses
it will defray that are described in the second sentence of the second paragraph.  Discuss
the related party nature of the senior note.

14. Please revise to state the approximate amount of the net proceed s intended to be used for
each purpose you list, including the minimum portion of the senior note that Desert
Newco is expected to repay.  Further, we note your statement that, after causing Desert
Newco to pay the offering expenses, make the transaction a nd monitoring fee agreement

Blake J. Irving
GoDaddy Inc.
July 3, 2014
Page 4

 final payment, and  pay a portion of the senior note, you intend to use “any remaining
proceeds” for “general corporate purposes.”  To the extent you believe it is unlikely that
there will be any such remaining proceeds, please s o state.  Please also provide more
meaningful and specific disclosure of the intended use of any such remaining proceeds,
for example with respect to any particular capital expenditures that you expect to make,
as well as the approximate amounts intended t o be used for each such purpose, to the
extent known.  See Item 504 of Regulation S -K.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unaudited Pro Forma Financial Information

Notes to Unaudited Pro Forma Statement  of Operations, page 72

15. We note on page 74 that a portion of the offering proceeds will be used to repay a portion
of the senior note.  It is not clear based on the Notes on page 72 whether you will
consider the impact of this on the pro forma earnings pe r share calculation.  In this
regard, the denominator in computing pro forma EPS should include only those common
shares whose proceeds are being reflected in pro forma adjustments in the income
statements, such as proceeds used for debt repayment.  Please  advise or revise your pro
forma adjustments accordingly.  We refer you to Article 11 -02 of Regulation S -X.

16. We note your adjustments to give effect to the TRAs in Note (6) on page 74.  Please tell
us what the impact will be when the Continuing LLC Owners exchange their LLC Units
for shares of your Class A common stock.  In this regard, please explain how the related
party payments under the TRA s will be  classified and  recorded and the effect such
payments will have on the results of operations and earnings  per share.

Overview, page 80

17. Please revise to provide a balanced and meaningful discussion of known material trends
and uncertainties that will have, or are reasonably likely to have, a material impact on
your revenues or income or result in your liquidity decreasing or increasing in any
material way.  In this regard, we note you indicate your revenue exceeded $500 million
and $1 billion in 2009 and 2013, respectively; however you do not discuss the history of
net operating losses described in the risk factor on page 29.  Further, y our discussion of
trends, challenges and uncertainties should provide insight into the extent to which
reported financial information is indicative of future results , such as your expectations in
achieving future profitability, when and how that may be accomp lished, if known.  We
refer you to Sections III.A and III.B of SEC Release No. 33 -8350.

18. You disclose on page 82 that you generate bookings and revenue from the sale of product
subscriptions, including domain name registrations, hosting and presence offerings , and

Blake J. Irving
GoDaddy Inc.
July 3, 2014
Page 5

 business applications.  You also refer to “domain products” a nd “an initial domain
purchase.”   Please revise to clarify the terms of a domain name registration.

19. We note on page 132 you refer to the percentage of total bookings generated fr om sales
by your Customer Care organization.  Please expand your disclosures here to explain this
organization and how it relates to your products and subscriptions offerings.  If it
generates a separate revenue stream or contributes to revenue earned unde r the three
primary streams noted, please explain that as well.

Key Metrics, page 85

20. We n ote you discuss the period -over-period changes in your non -GAAP measures of
bookings, adjusted EBITDA, and unlevered free cash flow before you discuss such
changes i n the most directly comparable GAAP measure.  Please tell us how this
presentation complies with presenting the most comparable GAAP measure with equal or
great er prominence to the non -GAAP measure.  We refer you to Item 10(e)(1)(i)(A)  of
Regulation S -K.

21. You disclose that total bookings represents gross cash receipts from the sale of products
to customers in a given period before giving effect to certain adjustments, primarily net
refunds granted in the period.  Please explain to us why you believe it is appropriate to
exclude net refunds from  this measure, which you state reflects the effectiveness of your
sales effort in a given period and is an indicator of the expected growth in your revenue,
as it seems refunds granted to customers would impact future  revenue and be a reflection
of the effectiveness of the sales effort.  We refer you to Item 10(e)(1)(i)  of Regulation
S-K.

22. On page 86 you disclose that adjusted EBITDA is a cash -based measure of your
performance that aligns your bookings and operating e xpenditures and is the primary
metric management uses to evaluate the profitability of the business.  We also note that
this measure excludes the change in deferred revenue and the change in prepaid and
accrued registry costs.  Please further explain to us  how this measure is used to evaluate
profitability as it is adjusted to reflect the cash flow of certain items, which may be
confusing as generally profitability is not measured on a cash -basis.  We refer you to Item
10(e)(1)  of Regulation S -K.

23. We also n ote you exclude a reserve for sales taxes in your adjusted EBITDA measure,
which you identify as non -recurring.  Please tell us why you believe this item is non -
recurring when the nature of the charge for sales tax is reasonably likely to recur.  We
refer you to Item 10(e)(1)(ii)(B)  of Regulation S -K.

24. We note you disclose that unlevered free cash flow is a liquidity measure that provides
information to management about the amount of cash generated by the business prior to
the impact of the capital structure and after purchases of property and equipment that can

Blake J. Irving
GoDaddy Inc.
July 3, 2014
Page 6

 be used for strategic opportunities and strengthening your balance sheet.  Please tell us
how you considered whether this implies these amounts represent residual cash flow
available for discretionary expenditures considering the significant amoun t of debt
outstanding.  We refer you to Question 102.07 in the Division of Corporation Finance
Compliance and Disclosure Interpretations on non-GAAP  financial measures .

25. We also note you have added back cash paid for interest and cash paid  for acquisition  and
sponsor -related costs to arrive at your unlevered free cash flow liquidity measure.  Please
note that since these charges require cash settlement, the exclusion of these charges is not
appropriate.  Please revise this non -GAAP measure accordingly.  Re fer to Item
10(e)(1)(ii)(A) of Regulation S -K.

Results of Operatio ns

Comparison  of Combin ed Periods January  1, 2011  through  December  16, 2011  (Pred ecessor)
and December  17 through  Decemb er 31, 2011  (Succe ssor) and Years  Ended  December  31,
2012  and 2013, page 94

26. We note your discussion of the results of operations for the predecessor and successor on
a combined  basis for the year ended December 31, 20 11.  Please note that a supplemental
discussion in MD&A based on “pro forma” financial information should be prepared in
accordance with Article 11 of Regulation S -X.  Considering the predecessor and
successor periods are separately presented in the historical financial statements, tell us
why you believe it is appropriate to merely combine information for tho se periods
without reflecting all relevant pro forma adjustments required by Article 11 of Regulation
S-X.  Otherwise, please revise your presentation to reflect all pro forma adjustments
under Article 11 of Regulation S -X.

Liquidity and Capital Resources

Overview, page 102

27. Please enhance th e disclosure in this section to include further discussion and analysis of
material covenants related to your outstanding debt, or provide you r analysis as to why
this disclosure is not required.  See Section IV.C of SEC Release 33 -8350.  Additionally,
please provide more narrative detail regarding the incurrence of your substantial debt,
including informatio n on how it fits into your overall bus iness plan.  We refer you to
Section IV.A of SEC Release 33 -8350.

Tax Receivable Agreements, page 103

28. On page 104 you indicate that because you generally expect to realize the associated tax
saving prior to making cash payments under the Tax Receivable A greements (TRAs),
you do not expect the payments under the TRAs to have a material impact on liquidity.

Blake J. Irving
GoDaddy Inc.
July 3, 2014
Page 7

 Please expand this disclosure to note the portion of the estimated realized tax benefit
payable to related parties pursuant to the TRAs, which you will  include in the pro fo