Item 1.01. Entry Into Material Definitive Agreement.
On June 8, 2021, VeriSign, Inc. (the "Company") completed a registered offering
(the "Offering") of $750,000,000 aggregate principal amount of the Company's
2.700% Senior Notes due 2031 (the "Notes"). The Offering has been registered
under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to
a registration statement on Form S-3 (Registration No. 333-256347) of the
Company (the "Registration Statement"), and the prospectus supplement dated May
24, 2021 and filed with the Securities and Exchange Commission pursuant to Rule
424(b) of the Securities Act on May 26, 2021 (the "Prospectus Supplement").
The Notes were issued pursuant to an Indenture (the "Base Indenture"), dated as
of June 8, 2021, between the Company and U.S. Bank National Association, as
trustee (the "Trustee"), as supplemented by the First Supplemental Indenture
(the "Supplemental Indenture" and, together with the Base Indenture, the
"Indenture"), dated as of June 8, 2021, between the Company and the Trustee. The
Notes are represented by global notes, a form of which is included as an exhibit
to the Supplemental Indenture.
The Notes accrue interest at a rate per annum equal to 2.700% and will mature on
June 15, 2031 unless redeemed or repurchased prior to that date. Interest on the
Notes will be payable semi-annually in cash in arrears on June 15 and December
15 of each year, commencing December 15, 2021. The Notes are the Company's
senior unsecured obligations and rank equally in right of payment with all of
its other senior indebtedness and senior to all of its future indebtedness that
is expressly subordinated in right of payment to the Notes.
The Indenture contains covenants that, among other things, restrict the
Company's ability and the ability of certain of its subsidiaries to create or
assume liens, enter into sale and leaseback transactions, and restrict the
Company's ability to engage in mergers or consolidations or sell, lease or
transfer all or substantially all of its property and assets, subject in each
case to certain qualifications and exceptions.
Under the Indenture, the Company is required to offer to repurchase the Notes at
a price equal to 101% of their principal amount, plus accrued and unpaid
interest, upon the occurrence of a change of control repurchase event.
The Indenture includes customary events of default, including payment defaults
and certain events of bankruptcy, insolvency, or reorganization.
Under the Indenture, the Company may redeem some or all of the Notes at any time
or from time to time prior to March 15, 2031 at a specified "make-whole" premium
described in the Indenture. The Company also has the option at any time or from
time to time on or after March 15, 2031 to redeem the Notes, in whole or in
part, at a redemption price equal to 100% of the principal amount of the Notes
to be redeemed, plus accrued and unpaid interest thereon to the redemption date,
as more fully described in the Indenture. A copy of the Base Indenture is filed
as Exhibit 4.1 to this Current Report on Form 8-K, and a copy of the
Supplemental Indenture is filed as Exhibit 4.2 to this Current Report on Form
8-K. The descriptions of the terms of the Base Indenture and the Supplemental
Indenture in this Item 1.01 are qualified in their entirety by reference to such
exhibits.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
Exhibit Indenture, dated as of June 8, 2021, between VeriSign, Inc. and U.S.
4.1 Bank National Association, as trustee
Exhibit First Supplemental Indenture, dated as of June 8, 2021, between
4.2 VeriSign, Inc. and U.S. Bank National Association, as trustee
Exhibit Inline XBRL for the cover page of this Current Report on Form 8-K
104
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