Gen Digital Inc. (NASDAQ: GEN) entered into an agreement to acquire MoneyLion Inc. (NYSE: ML) from a group of shareholders for $1 billion on December 10, 2024. As part of consideration, Gen Digital will pay $82 per share in cash at closing for each share of MoneyLion. In addition, for each share owned, MoneyLion shareholders will receive at closing one contingent value right that entitles the holder to a contingent payment of $23 in the form of shares of Gen common stock (issuable based on an assumed share price of $30.48 per Gen share) if Gen?s average volume-weighted average share price reaches at least $37.50 per share over 30 consecutive trading days from December 10, 2024 until 24 months after close. As per filing on April 10, 2025 one contingent value right that entitles the holder to a contingent payment of 0.7546 shares of Gen common stock if Gen Digital?s average volume-weighted average share price reaches at least $37.50 per share over 30 consecutive trading days from December 10, 2024 until 24 months after close. The Merger Agreement contains a 45-day ?go-shop? provision. MoneyLion will be required to pay to Gen Digital a termination fee in cash equal to $41,023,051 in case of termination of this agreement. Upon completion of the Transaction, MoneyLion?s shares will no longer trade on the NYSE, and MoneyLion will become a privately held subsidiary of Gen.

The transaction has been approved by both Gen and MoneyLion Board of Directors. The transaction is also subject to approval of MoneyLion shareholders, the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Act, the registration statement relating to the CVRs shall have been declared effective, regulatory approval and customary closing conditions. Closing of the proposed acquisition is subject to customary closing conditions and is expected to occur in the first half of Gen?s fiscal year 2026. The acquisition is accretive to Non-GAAP EPS, reinforces the Gen Digital's long-term financial model, and the Gen Digital re-affirms its commitment of net leverage below 3x EBITDA by FY27. As of March 10, 2025, MoneyLion has set the date for the special stockholder meeting to consider and vote on the proposal to adopt the merger agreement in connection with the proposed acquisition, will be held on April 10, 2025 for MoneyLion stockholders of record at the close of business on February 11, 2025. The transaction is expected to be completed shortly after the special stockholder meeting (the ?Meeting?), assuming approval thereof at the Meeting by MoneyLion?s stockholders and receipt of applicable regulatory approvals. MoneyLion stockholders approved the transaction at special meeting held on April 10, 2025 and All regulatory approvals have been obtained and now MoneyLion and Gen Digital expect to complete the acquisition on April 17, 2025, subject to the satisfaction of customary closing conditions.

Evercore acted as financial advisor and Edward Lee, Carlo Zenkner, Dan Li, Rohit Nafday, Anthony Ji, Sophia Hudson, Jennifer Lee, Leia Andrew, Sara Zablotney, Maria Smith, Matthew Buono, Joel Weinberger, Stefan Atkinson, Paige Comparato, Christopher Leach, Daniel Kahl and Xiao-Hong Jing of Kirkland & Ellis LLP acted as legal advisors to Gen Digital. Keefe, Bruyette & Woods, Inc., A Stifel Company, acted as exclusive financial advisor and fairness opinion provider to MoneyLion, and Lee Hochbaum, Darren M. Schweiger, Byron B. Rooney, Adam Kaminsky, William A. Curran, Hilary Dengel and Pritesh P. Shah of Davis Polk & Wardwell LLP acted as legal counsels to MoneyLion. MoneyLion agreed to pay KBW a total cash fee equal to 1.0% of the aggregate merger consideration in the case of the proposed merger with Gen Digital (or 1.5% of the aggregate merger consideration in the case of an acquirer other than Gen Digital), $500,000 of which became payable to KBW with the rendering of KBW?s opinion and the balance of which is contingent upon the closing of the merger. Sodali & Co acted as proxy solicitor for MoneyLion where MoneyLion will pay Sodali a fee of $30,000 and Computershare Trust Company, N.A. acted as Depositary for Gen Digital.

Gen Digital Inc. (NASDAQ: GEN) completed the acquisition of MoneyLion Inc. (NYSE: ML) from a group of shareholders on April 17, 2025. The CVRs are approved to be listed on the Nasdaq Stock Market. On April 16, 2025, Gen Digital entered into the Second Amendment to Amended and Restated Credit Agreement (the ?Amendment?) with the guarantors party thereto, Bank of America, N.A., as administrative agent, and each Second Amendment Incremental Term B Loan Lender (as defined therein), pursuant to which Gen Digital amended its Amended and Restated Credit Agreement, dated as of September 12, 2022 (as amended by the First Amendment to Amended and Restated Credit Agreement, the ?Existing Credit Agreement?), to fund a portion of the cash consideration paid in connection with the Merger. Pursuant to the Amendment, Gen Digital incurred $750 million in Incremental Term B Loans (as defined in the Existing Credit Agreement) (the ?Second Amendment Incremental Term B Loans?). The Second Amendment Term B Loans mature on April 16, 2032 (the ?Maturity Date?).