Item 1.01. Entry into a Material Definitive Agreement.
On May 9, 2022, NetScout Systems, Inc. (the "Company") entered into agreements
with each of Mizuho Markets Americas LLC and Wells Fargo Bank, National
Association (the "Dealers") to repurchase an aggregate of $150 million of the
Company's common stock via accelerated stock repurchase transactions (the "ASR")
under the Company's previously disclosed 25 million share repurchase program.
Under the terms of the ASR, the Company will make a $75 million payment to each
of the Dealers on May 10, 2022, and will receive an initial delivery from each
of the Dealers of approximately 1,627,907 million shares, or approximately
3,255,814 million shares in the aggregate, which is approximately 70 percent of
the total number of shares of the Company common stock expected to be
repurchased under the ASR. The final number of shares to be repurchased is
dependent upon the average of the daily volume-weighted average stock prices of
the Company's common stock during the term of the ASR, less a discount and
subject to adjustments pursuant to the terms and conditions of the ASR. Under
certain circumstances, the delivery of additional shares of common stock to the
Company or an additional delivery of shares of common stock or a cash payment,
at the Company's election, by the Company to the Dealers may be required. The
final settlement of each of the ASR transactions is expected to occur no later
than the end of the third quarter of the Company's fiscal year 2023.
The foregoing description of the ASR is qualified in its entirety by reference
to the ASR agreements, which are filed herewith as Exhibits 10.1 and 10.2,
respectively, and are incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Confirmation - Issuer Forward Repurchase Transaction, dated May 9,
2022, between NetScout Systems, Inc. and Mizuho Markets Americas LLC.
10.2 Confirmation - Issuer Forward Repurchase Transaction, dated May 9,
2022, between NetScout Systems, Inc. and Wells Fargo Bank, National
Association.
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
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