Item 1.01 Entry into a Material Definitive Agreement.
As previously reported, NortonLifeLock
Inc. (the “Company”) entered into (i) an investment agreement, dated as of February 3, 2016, as amended by that First
Amendment to Investment Agreement, dated as of March 2, 2016 and that Second Amendment to Investment Agreement, dated as of June
12, 2016 (as amended, modified or supplemented, the “Silver Lake Investment Agreement”) with Silver Lake Partners IV
Cayman (AIV II), L.P. (“Silver Lake”) relating to the issuance to Silver Lake (or its designated affiliates) of $500
million aggregate principal amount of 2.50% convertible unsecured notes due 2021 (the “2.50% Notes”) and (ii) an investment
agreement, dated as of June 12, 2016, as amended by that Amendment to Investment Agreement, dated as of July 31, 2016 (as amended,
modified or supplemented, the “Bain and Silver Lake Investment Agreement” and together with the Silver Lake Investment
Agreement, the “Investment Agreements”) with Bain Capital Fund XI, L.P. and Bain Capital Europe Fund IV, L.P. (collectively,
“Bain”) and Silver Lake (together with Bain and their respective designated affiliates, the “Purchasers”)
relating to the issuance to the Purchasers of $1.25 billion aggregate principal amount of 2.00% convertible unsecured notes due
2021 (the “2.00% Notes”). In connection with the issuance of (i) the 2.50% Notes, the Company and Wells Fargo Bank,
National Association (“Wells Fargo”), as trustee, previously entered into an Indenture, dated as of March 4, 2016 (the
“2.50% Notes Indenture”), and (ii) the 2.00% Notes, the Company and Wells Fargo Bank, as trustee, previously entered
into an Indenture, dated as of August 1, 2016 (the “2.00% Notes Indenture”).
On November 11, 2019, the parties to
the Investment Agreements agreed that if and when the Company pays a special dividend of $12.00 to its stockholders, the Company
would make a payment of $12.00 for each share underlying $250 million of the $500 million outstanding principal amount of the 2.50%
Notes, and $12.00 for each share underlying $625 million of the $1,250 million outstanding principal amount of the 2.00% Notes,
in each case in lieu of a conversion price adjustment. The remaining notes would receive a conversion price adjustment with respect
to such special dividend. The parties to the Silver Lake Investment Agreement also agreed that they would amend the terms of the
2.50% Notes Indenture to, among other things, (i) extend the maturity date by one year (to April 1, 2022), (ii) limit the right
of the holders to convert such notes prior to the date that is six months prior to the extended maturity date, (iii) remove the
Company’s redemption right thereunder, (iv) remove the right of the holders to require the Company to repurchase such notes
in the year preceding the maturity date, and (v) revise the prices and adjustments in the table set forth therein that apply in
the event of a “Make Whole Fundamental Change” to account for the extension of the maturity of such notes and, in the
case of the notes that will receive a conversion price adjustment, to account for such conversion price adjustment.
Similarly, the parties to the Bain and
Silver Lake Investment Agreement agreed that they would amend the terms of the 2.00% Notes Indenture to, among other things, (i)
extend the maturity date by one year (to August 15, 2022), (ii) limit the right of the holders to convert such notes prior to the
date that is six months prior to the extended maturity date, and (iii) revise the prices and adjustments in the table set forth
therein that apply in the event of a “Make Whole Fundamental Change” to account for the extension of the maturity of
such notes and, in the case of the notes that will receive a conversion price adjustment, to account for such conversion price
adjustment.
To facilitate this treatment with respect
to the special dividend, the parties agreed to the exchange of $250 million of the $500 million outstanding principal amount of
the 2.50% Notes and $625 million of the $1,250 million outstanding principal amount of the 2.00% Notes for new notes to be issued
under new indentures at the time such special dividend is paid, and which would be on substantially the same terms as the notes
for which they were exchanged, except with respect to adjustments to the conversion price and the prices and adjustments in the
tables set forth in the indentures that apply in the event of a “Make Whole Fundamental Change.”
The parties to the Silver Lake Investment Agreement entered into that certain Third Amendment to Investment Agreement (the “Third
Amendment”) and the parties to the Bain and Silver Lake Investment Agreement entered into that certain Second Amendment to
Investment Agreement (the “Second Amendment”) to reflect the foregoing.
The foregoing descriptions of the Third
Amendment and Second Amendment are qualified in their entirety by reference to the Third Amendment and Second Amendment, copies
of which are filed herewith as Exhibits 10.01 and 10.02, respectively, to this Current Report on Form 8-K and are incorporated
herein by reference.