Item 1.01 Entry into a Material Definitive
Agreement.
On November 4, 2019, NortonLifeLock Inc.
(formerly known as Symantec Corporation) (the “Company”) entered into a credit agreement (the “Credit Agreement”)
with the issuing banks and lenders party thereto (the “Lenders”), Wells Fargo Bank, National Association, as revolver
administrative agent and swingline lender, JPMorgan Chase Bank, N.A., as term loan administrative agent and collateral agent, JPMorgan
Chase Bank, N.A., Wells Fargo Securities, LLC, BofA Securities, Inc., Mizuho Bank, Ltd., Barclays Bank PLC, and The Bank of Nova
Scotia, as Lead Arrangers and Joint Bookrunners, Bank of America, N.A., Mizuho Bank, Ltd., Barclays Bank PLC and The Bank of Nova
Scotia, as Syndication Agents and Goldman Sachs Bank USA, HSBC Securities (USA) Inc., MUFG Bank, Ltd., SunTrust Robinson Humphrey,
Inc., Citizens Bank, N.A., BMO Capital Markets Corp., BNP Paribas Securities Corp. and Santander Bank, N.A., as Co-Documentation
Agents, that provides for an initial 5-year term loan facility in an aggregate principal amount of $500 million (the “Initial
Term Facility”) and a delayed draw 5-year term loan facility in an aggregate principal amount of $750 million that will be
available until September 15, 2020 (the “Delayed Draw Term Facility” and, together with the Initial Term Facility,
the “Term Loan Facility”) and a 5-year revolving credit facility in an aggregate principal amount of $1.0 billion (the
“Revolving Loan Facility”). The Credit Agreement replaces the Prior Credit Facility (as defined below), which was terminated
on November 4, 2019. At closing of the Credit Agreement, the Company did not borrow any funds under the Revolving Loan Facility
and borrowed $500 million under the Initial Term Facility to refinance indebtedness under the Prior Credit Facility. The proceeds
of borrowings under the Delayed Draw Term Facility will be used by the Company to refinance its 4.20% Senior Notes due 2020. The
total indebtedness of the Company is not increased as a result of the execution of the Credit Agreement and the borrowing of the
Term Loans.
The Revolving Loan Facility provides that
the Company may borrow up to $1.0 billion of revolving loans for working capital, general corporate purposes and other purposes
not restricted by the Credit Agreement. The Company has agreed to pay the Lenders a commitment fee for their commitments under
the Revolving Loan Facility at a rate per annum that varies based on the Company’s ratio of debt to adjusted EBITDA (adjusted
earnings before interest, taxes, depreciation, and amortization) and the debt ratings, as determined by Standard & Poor’s
and Moody’s, of the Company’s non-credit-enhanced, senior unsecured long-term debt (the “Debt Ratings”).
The Credit Agreement also includes a feature that allows the Company to increase availability under the Revolving Loan Facility
or the Term Loan Facility, at the Company’s option, by an aggregate amount of up to $500 million, subject to obtaining additional
commitments from existing lenders or new lenders and other customary conditions.
The loans under the Credit Agreement bear
interest, at the Company’s option, at either a rate equal to (x) the greater of (i) the rate of interest publicly announced
by Wells Fargo Bank, National Association, in the case of revolving loans, and JPMorgan Chase Bank, N.A., in the case of term loans,
as its “prime rate” and (ii) the greater of the federal funds effective rate as announced by the New York Federal Reserve
Bank and the overnight bank funding rate as determined by the New York Federal Reserve Bank, plus 0.50%, or (y) the LIBOR rate,
as adjusted for statutory reserves (the “Adjusted LIBO Rate”), in each case plus a margin that varies based on the
Company’s ratio of debt to adjusted EBITDA and its Debt Ratings. Under the Credit Agreement, the Company may select an interest
period of one, two, three or six months for each loan if the Adjusted LIBO Rate is chosen (or, with the consent of each applicable
Lender, twelve or fewer months or a period of shorter than one month).
The Initial Term Facility, Delayed Draw
Term Facility and Revolving Loan Facility each mature on November 4, 2024, in each case subject to extension as provided for
in the Credit Agreement. The Company may prepay loans under the Credit Agreement at any time at its option, without penalty, subject
to reimbursement of certain costs in the case of borrowings that bear interest at the Adjusted LIBO Rate. The revolving loans may
be repaid and reborrowed from time to time prior to November 4, 2024. Amounts borrowed under the Term Loan Facility may not be
reborrowed once repaid.
The Credit Agreement contains customary
representations and warranties, and affirmative and negative covenants, including an affirmative covenant that the Company maintain
a ratio of debt to adjusted EBITDA of not more than 5.25 to 1.00 (subject to adjustment in connection with material acquisitions),
and restrictions on, among other things, liens, stock repurchases and dividends (with exceptions permitting the Company’s
regular quarterly dividend, a special dividend of $12.00 per common share, and permitting additional dividends and stock repurchases
up to $1,600,000,000 or if the ratio of debt to adjusted EBITDA is less than or equal to 5.00 to 1.00). In addition, the Credit
Agreement contains customary events of default under which the Company’s payment obligations may be accelerated and the interest
rate applicable to any overdue principal amounts will increase by 200 basis points, including among others, non-payment of principal,
interest or other amounts when due, inaccuracy of representations and warranties, violation of covenants, cross defaults and cross-acceleration
with certain other indebtedness, certain undischarged judgments, bankruptcy or insolvency events, the inability to pay debts, the
occurrence of certain ERISA events, actual or asserted invalidity of loan documents or security interests, or the Company experiencing
a change of control described in the Credit Agreement. The Company’s obligations under the Credit Agreement are guaranteed
by certain of the Company’s U.S. subsidiaries pursuant to a subsidiary guaranty, the form of which is attached to the Credit
Agreement, and are secured by assets of the Company and the guarantors other than interests in real property and equity interests
and intercompany indebtedness of subsidiaries.
In the ordinary course of their respective
businesses, certain of the Lenders and the other parties to the Credit Agreement and their respective affiliates have engaged,
and may in the future engage, in commercial banking, investment banking, financial advisory or other services with the Company
and its affiliates for which they have in the past and/or may in the future receive customary compensation and expense reimbursement.
The description of the Credit Agreement
contained herein is qualified in its entirety by reference to the Credit Agreement, a copy of which is filed herewith as Exhibit
10.01 and is incorporated herein by reference.
Item 1.02 Termination of a Material
Definitive Agreement.
In connection with its entry into the Credit
Agreement, the Company terminated its $1.0 billion senior unsecured revolving amended and restated credit facility, dated August
1, 2016, as amended, with the lenders party thereto, Wells Fargo Bank, National Association, as Term Loan A-1/Revolver Administrative
Agent and Swingline Lender, JPMorgan Chase Bank, N.A., as Term Loan A-2 Administrative Agent, JPMorgan Chase Bank, N.A., Merrill
Lynch, Pierce, Fenner & Smith, Incorporated, Barclays Bank PLC, Citigroup Global Markets Inc., Wells Fargo Securities, LLC,
Royal Bank of Canada and Mizuho Bank, Ltd., as Lead Arrangers and Joint Bookrunners in respect of the Term A-2 Facility, Barclays
Bank PLC, Citibank, N.A., Wells Fargo Bank, National Association, Royal Bank of Canada, Mizuho Bank, Ltd. And TD Securities (USA)
LLC, as Co-Documentation Agents in respect of the Term A-2 Facility, and Bank of America, N.A., as Syndication Agent in respect
of Term A-2 Facility (the “Prior Credit Facility”). There were no borrowings outstanding under the Prior Credit Facility
at the termination thereof.