Item 8.01. Other Events.
On May 24, 2021, VeriSign, Inc. (the "Company") entered into an underwriting
agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, BofA
Securities, Inc. and U.S. Bancorp Investments, Inc., as representatives of the
underwriters named in Schedule 1 thereto, with respect to 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 Underwriting Agreement is filed
as Exhibit 1.1 to this Current Report on Form 8-K.
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 Offering is expected to close on June 8, 2021. The legal opinion of
Gibson, Dunn & Crutcher LLP related to the Offering pursuant to the Registration
Statement is filed as Exhibit 5.1 to this Current Report on Form 8-K.
The Company expects that the net proceeds from the Offering will be
approximately $741 million, after deducting the underwriters' discounts and the
estimated expenses of the Offering. The Company intends to use the net proceeds
from the Offering, together with cash on hand, to fund the redemption of all of
the Company's outstanding 4.625% Senior Notes due 2023.
The Notes will be issued pursuant to an Indenture (the "Base Indenture"), to be
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"), to be dated as of June 8,
2021, between the Company and the Trustee. The Notes will be represented by a
global security, which is included as an exhibit to the Supplemental Indenture.
The form of Base Indenture was previously filed as Exhibit 4.1 to the
Registration Statement. The form of Supplemental Indenture and the form of the
Notes are filed as Exhibits 4.2 and 4.3, respectively, to this Current Report on
Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
Exhibit Underwriting Agreement, dated May 24, 2021, by and among VeriSign,
1.1 Inc. and J.P. Morgan Securities, LLC, BofA Securities, Inc. and U.S.
Bancorp Investments, Inc., as representatives of the underwriters
named in Schedule 1 thereto
Exhibit Form of First Supplemental Indenture, to be dated June 8, 2021,
4.2 between VeriSign, Inc. and U.S. Bank National Association, as trustee
Exhibit Form of Global Note representing the 2.700% Senior Notes due 2031
4.3 (included in Exhibit 4.2)
Exhibit Opinion of Gibson, Dunn & Crutcher LLP relating to the Offering
5.1
Exhibit Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)
23.1
Exhibit Inline XBRL for the cover page of this Current Report on Form 8-K
104
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