GEN DIGITAL INC. Item 7.01. Regulation FD Disclosure.
On
The Notes are being offered only to persons reasonably believed to be "qualified
institutional buyers," as defined in and in accordance with Rule 144A under the
Securities Act, and to non-
This Current Report is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
In connection with the Offering, the Company distributed certain information to potential investors that are included in this Current Report on Form 8-K: (i) Management's Discussion and Analysis of Financial Condition and Results of Operations of Avast (Exhibit 99.1) and (ii) a lender presentation (Exhibit 99.2).
The information included in this Current Report on Form 8-K under this Item 7.01
(including Exhibits 99.1 and 99.2 hereto), is being furnished to the
Item 8.01. Other Events.
Included in this Current Report on Form 8-K are (i) risk factors relating to the
business of Avast (Exhibit 99.3), (ii) unaudited pro forma condensed combined
financial information of the Company giving effect to the acquisition of Avast
(the "pro forma financial information"), which includes the unaudited pro forma
condensed combined statement of financial position as of
Also included in this Current Report on Form 8-K is the consent of
The pro forma financial information included in Exhibit 99.4 is for informational purposes only and does not purport to indicate the results that actually would have been obtained had the combination of the Company and Avast been completed on the assumed dates or for the periods presented, or which may be realized in the future.
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Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements.
These forward-looking statements can be identified by the fact that they do not
relate only to historical or current facts. Forward-looking statements often use
words such as "anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "aim", "will", "may", "would", "could" or "should" or other
words of similar meaning or the negative thereof, but the absence of these words
does not mean that a statement is not forward-looking. Forward-looking
statements include statements relating to the following: (i) the proposed
Offering and the use of proceeds therefrom, (ii) future capital expenditures,
expenses, revenues, economic performance, financial conditions, dividend policy,
losses and future prospects of the Company and Avast (the "Combined Company");
(iii) business and management strategies and the expansion and growth of the
operations of the Combined Company; (iv) the effects of government regulation on
the business of the Combined Company and (v) the time frame and the expected
benefits of the Merger to the Company, Avast and their respective customers,
stockholders and investors, including expected growth, earnings accretion and
cost savings. There are many factors which could cause actual results to differ
materially from those expressed or implied in forward-looking statements. Such
factors include, but are not limited to, the possibility that the Merger will
not be completed on a timely basis (including the timelines set forth in any
announcement) or at all, whether due to the failure to satisfy the conditions of
the Merger (including approvals or clearances from regulatory and other agencies
and bodies) or otherwise, the impact of requirements, if any, of any regulatory
authorities in connection with obtaining governmental clearances for the Merger,
general business and economic conditions globally, industry trends, competition,
changes in government and other regulation, changes in political and economic
stability, disruptions in business operations due to reorganization activities,
interest rate and currency fluctuations, the inability of the Combined Company
to realize successfully any anticipated synergy benefits when (and if) the
Merger is implemented, the inability of the Combined Company to integrate
successfully the Company's and Avast's operations when (and if) the Merger is
implemented, fluctuations and volatility in the Company's stock price, the
ability of the Company to successfully execute strategic plans, the ability of
the Company to maintain customer and partner relationships, the timing and
market acceptance of new product releases and upgrades, matters arising out of
the ongoing
These forward-looking statements are based on numerous assumptions regarding the
present and future business strategies of such persons and the environment in
which each will operate in the future. By their nature, these forward-looking
statements involve known and unknown risks, as well as uncertainties because
they relate to events and depend on circumstances that will occur in the future.
The factors described in the context of such forward-looking statements in this
Current Report on Form 8-K may cause the actual results, performance or
achievements of any such person, or industry results and developments, to be
materially different from any results, performance or achievements expressed or
implied by such forward-looking statements. No assurance can be given that such
expectations will prove to have been correct and persons reading this Current
Report on Form 8-K are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this Current
Report on Form 8-
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Avast's audited consolidated financial statements as of and for each of the
years ended
Avast's unaudited condensed consolidated financial statements as of and for each
of the six months ended
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information of the Company
giving effect to the acquisition of Avast, which includes the unaudited pro
forma condensed combined statement of financial position as of
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(d) Exhibits
Exhibit
Number Exhibit Title or Description
23.1 Consent of Ernst & Young LLP , Avast plc's independent auditors.
99.1 Management's Discussion and Analysis of Financial Condition and
Results of Operations of Avast.
99.2 Investor presentation, dated September 7, 2022 .
99.3 Risks Related to the Avast plc Business.
99.4 Unaudited pro forma condensed combined financial information of
NortonLifeLock Inc. giving effect to the acquisition of Avast plc,
which includes the unaudited pro forma condensed combined statement of
financial position as of July 1, 2022 and the unaudited pro forma
condensed combined statement of comprehensive income for the year
ended April 1, 2022 and the three months ended July 1, 2022 , and the
notes related thereto.
99.5 The historical audited consolidated financial statements and
financial statement schedule of Avast plc as of and for each of the
years ended December 31, 2021 and 2020, the notes related thereto and
the related reports of Ernst & Young LLP , Avast plc's independent
auditors.
99.6 The historical unaudited condensed consolidated financial statements
and financial statement schedule of Avast plc as of and for each of
the six months ended June 30, 2022 and 2021, and the notes related
thereto.
104 The cover page of this Current Report on Form 8-K, formatted in Inline
XBRL.
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