Symantec Corporation (NASDAQ:SYMC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On August2, 2017, Symantec Corporation (the “Company”), DigiCert Parent, Inc. (“DigiCert”) and DigiCert, Inc. (“DigiCert OpCo” and, together with DigiCert, the “DigiCert Entities”) entered into a Purchase Agreement (the “Agreement”). DigiCert OpCo is a wholly-owned indirect subsidiary of DigiCert, and DigiCert is an entity owned and controlled by an affiliate of Thoma Bravo and certain co-investors. DigiCert currently operates in the website security business. to the Agreement and subject to adjustment as provided for therein, the Company has agreed to sell (the “Sale”) certain assets of its website security business (the “Business”) to the DigiCert Entities in exchange for (i)$950 million in cash, (ii)approximately a 30% common stock equity interest in DigiCert, and (iii)the assumption of certain liabilities of the Business.
Under the Agreement, the Company and DigiCert have made customary representations and warranties and the Company and the DigiCert Entities have agreed to customary covenants relating to the Sale, including an agreement not to compete for three years following the closing. In addition, DigiCert and the Company have agreed to indemnify each other for losses arising from liabilities expressly assumed or retained by the indemnifying party.
The Sale is subject to certain customary closing conditions, including the expiration or termination of any required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. There is no financing condition to the obligations of the DigiCert Entities to consummate the transaction. DigiCert has obtained debt commitments for the full Cash Consideration.
The Agreement provides that the DigiCert Entities will collectively be required to pay the Company $110 million as a termination fee if the Agreement is terminated under certain circumstances, including if the DigiCert Entities fail to consummate the transaction when all conditions to close the transaction have been satisfied or waived (other than those that by their nature will not be satisfied until the closing). The Agreement also contains certain other termination rights, including the right of either party to terminate the Agreement if the closing has not occurred on or before August2, 2018.
The above description of the Agreement and the sale of the Business does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September29, 2017.
About Symantec Corporation (NASDAQ:SYMC)
Symantec Corporation is a United States-based cybersecurity company. The Company operates its business on a global civilian cyber intelligence threat network and tracks a range of threats across the Internet from various mobile devices, endpoints and servers across the globe. The Company’s segments include Consumer Security and Enterprise Security. The Consumer Security segment includes Norton-branded services, which provide multi-layer security and identity protection on desktop and mobile operating systems, to defend against online threats to individuals, families and small businesses. The Enterprise Security segment protects organizations so they can securely conduct business while leveraging new platforms and data. The Enterprise Security segment includes its threat protection products, information protection products, cyber security services and Website security services. The Company’s services include consulting services, customer success services and education services.