VeriSign : Entry Into Material Definitive Agreement (Form 8-K)

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.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
Exhibit 4.1		Indenture, dated as of June 8, 2021, between VeriSign, Inc. and U.S. Bank National Association, as trustee
Exhibit 4.2		First Supplemental Indenture, dated as of June 8, 2021, between VeriSign, Inc. and U.S. Bank National Association, as trustee
Exhibit 104		Inline XBRL for the cover page of this Current Report on Form 8-K