Item 1.01. Entry into a Material Definitive Agreement.
Supplemental Indentures
On September 19, 2022, NortonLifeLock Inc. (the "Company") issued $1,500,000,000
aggregate principal amount of senior notes, consisting of its 6.750% Senior
Notes due 2027 in an aggregate principal amount of $900,000,000 (the "2027
Notes") and its 7.125% Senior Notes due 2030 in an aggregate principal amount of
$600,000,000 (the "2030 Notes" and, together with the 2027 Notes, the "Notes").
The Notes are governed by a 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
second supplemental indenture, dated as of September 19, 2022 (the "Second
Supplemental Indenture"), by and among the Company, LifeLock, Inc., Avira, Inc.,
EMBP 455, L.L.C., Kintiskton LLC, Guardsman LLC (collectively, the "Guarantors")
and the Trustee.
On September 19, 2022, the Company, the Guarantors and the Trustee entered into
a third supplemental indenture (the "Third Supplemental Indenture") pursuant to
which the Guarantors agreed to unconditionally guarantee all of the Company's
obligations under its 5.000% Senior Notes due 2025 issued pursuant to the Base
Indenture, as supplemented by the first supplemental indenture, dated
February 9, 2017, between the Company and the Trustee (together with the Base
Indenture, the Second Supplemental Indenture and the Third Supplemental
Indenture, the "Indenture").
2027 Notes
The 2027 Notes will bear interest at a rate of 6.750% per year, payable
semiannually in arrears on March 31 and September 30 of each year, beginning on
March 31, 2023. The 2027 Notes will mature on September 30, 2027.
The Company may redeem some or all of the 2027 Notes at any time prior to
September 30, 2024 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
September 30, 2024) 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 2027 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 2027 Notes on the relevant record date to receive
interest due on the relevant interest payment date. In addition, on or after
September 30, 2024, the Company may redeem some or all of the 2027 Notes at the
applicable redemption prices set forth in the Second 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 2027 Notes at any time prior to September 30, 2024 with an amount equal to
or less than the net cash proceeds from certain equity offerings at a redemption
price equal to 106.750% of the aggregate principal amount thereof, plus accrued
and unpaid interest, if any, to, but not including, the redemption date.
2030 Notes
The 2030 Notes will bear interest at a rate of 7.125% per year, payable
semiannually in arrears on March 31 and September 30 of each year, beginning on
March 31, 2023. The 2030 Notes will mature on September 30, 2030.
The Company may redeem some or all of the 2030 Notes at any time prior to
September 30, 2025 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
September 30, 2025) 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 the redemption, and (ii) 100% of the
principal amount of the 2030 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 2030 Notes on the relevant record date to
receive interest due on the relevant interest payment date. In addition, on or
after September 30, 2025, the Company may redeem some or all of the 2030 Notes
at the applicable redemption prices set forth in the Second 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 2030 Notes at any time prior to September 30, 2025 with
an amount equal to or less than the net cash proceeds from certain equity
offerings at a redemption price equal to 107.125% of the aggregate principal
amount thereof, plus accrued and unpaid interest, if any, to, but not including,
the redemption date.
2
Event of Default
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.
The foregoing descriptions of the Notes, Base Indenture, Second Supplemental
Indenture and Third Supplemental Indenture do not purport to be complete and
each is qualified in its entirety by reference to the complete terms of the Base
Indenture, which was filed as Exhibit 4.01 to the Company's Current Report
on Form 8-K filed with the SEC on February 9, 2017, and the Second Supplemental
Indenture and Third Supplemental Indenture attached hereto as Exhibit 4.01 and
Exhibit 4.02, respectively, which are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated by reference into
this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Exhibit Title or Description
4.01 Second Supplemental Indenture, dated as of September 19, 2022, by
and among the Company, each of the Guarantors (as defined therein)
listed on the signature pages thereto and Computershare Trust Company,
National Association, as successor to Wells Fargo Bank, National
Association, as trustee (including the form of 6.750% Senior Notes
due 2027 and form of 7.125% Senior Notes due 2030).
4.02 Third Supplemental Indenture, dated as of September 19, 2022, by and
among the Company, the Guarantors and Computershare Trust Company,
National Association, as successor to Wells Fargo Bank, National
Association, as trustee.
104 The cover page of this Current Report on Form 8-K, formatted in Inline
XBRL.
3
© Edgar Online, source Glimpses