On February 28, 2025, Gen Digital Inc. (the ?Company?) issued $950 million aggregate principal amount of 6.250% Senior Notes due 2033 (the ?Notes?). The Notes were issued in an offering exempt from the registration requirements of the Securities Act of 1933, as amended (the ?Securities Act?). The Company received gross proceeds from the offering of approximately $950 million.
The Company has used the net proceeds of the Notes offering, together with cash on hand, to repurchase all of its outstanding 5.00% Senior Notes due 2025 (the ?2025 Notes?) and pay accrued and unpaid interest thereon (the ?Redemption?). The Notes were issued pursuant to that certain Base Indenture, dated as of February 9, 2017 (the ?Base Indenture?), between the Company (f/k/a Symantec Corporation) and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as trustee (the ?Trustee?), as supplemented by the fourth supplemental indenture, dated February 28, 2025 (the ?Fourth Supplemental Indenture), by and among the Company, the guarantors party thereto and the Trustee (together with the Base Indenture, the ?Indenture?). The Notes will bear interest at a rate of 6.250% per year payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2025.
The Notes will mature on April 1, 2033. The Company may redeem some or all of the Notes at any time prior to April 1, 2028 at a price equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on April 1, 2028) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 50 basis points, less (b) interest accrued to the date of redemption and (ii) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest, if any, to, but not including, the redemption date, subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. In addition, on or after April 1, 2028, the Company may redeem some or all of the Notes at the applicable redemption prices set forth in the Fourth Supplemental Indenture, plus accrued and unpaid interest, if any, to, but not including, the redemption date.
The Company may also redeem up to 40% of the aggregate principal amount of the Notes at any time prior to April 1, 2028 with an amount equal to or less than the net cash proceeds from certain equity offerings at a redemption price equal to 106.250% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date. If an Event of Default, as defined in the Indenture, shall have happened and be continuing, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes then outstanding may, subject to certain exceptions provided in the Indenture, declare the principal amount, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal, premium, if any, and interest with respect to the Notes shall be due and payable immediately.
In the case of certain events of bankruptcy or insolvency, all outstanding Notes shall automatically become and be immediately due and payable.
