Current Report Filing (8-k)
June 07 2021 - 4:31PM
Edgar (US Regulatory)
0000849399
false
0000849399
2021-06-04
2021-06-04
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): June 4, 2021
NortonLifeLock Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
|
000-17781
|
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77-0181864
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(State
or Other Jurisdiction of
Incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
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60
E. Rio Salado Parkway, Suite
1000, Tempe,
AZ
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|
85281
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(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
Registrant’s
Telephone Number, Including Area Code (650)
527-8000
(Former name or former address,
if changed since last
report.)
|
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol
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Name
of each exchange
on which registered
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Common Stock, par value $0.01 per share
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NLOK
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The Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§
230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ¨
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item
1.01 Entry into a Material Definitive Agreement.
On
June 4, 2021, NortonLifeLock Inc. (the “Company”) and TMG Partners R.E., LLC (“Buyer”)
entered into an Agreement of Sale and Purchase and Joint Escrow Instructions (the “Sale Agreement”), pursuant
to which (i) Buyer will purchase from the Company all of its interest in the real property located at 350-380 Ellis Street in Mountain
View, California (the “Ellis Street Property”) and (ii) the Company will enter into an office lease with Buyer
to lease back one of the buildings of the Ellis Street Property (the “Lease”).
The
aggregate pre-tax consideration to be paid by Buyer to the Company, pursuant to the Sale Agreement is approximately $358 million in cash
(the “Purchase Price”), $3.7 million of which is to be deposited into an escrow account on June 9, 2021, with
an additional $7 million to be deposited into the escrow account on June 18, 2021, following the completion of a due diligence period.
The Purchase Price will be subject to adjustment for customary closing costs and other matters as set forth in the Sale Agreement.
The
Sale Agreement provides that the sale of the Ellis Street Property will close on June 30, 2021 (the “Closing Date”),
subject to customary closing conditions and deliveries; provided however, that Buyer will have the one time right to extend the Closing
Date to July 15, 2021, subject to Buyer providing written notice to the Company by June 22, 2021 and depositing an additional $10 million
into the escrow account.
Pursuant
to the Sale Agreement, the Company will enter into the Lease subject to (a) an initial seven year term; (b) base rent abatement for the
first 18 months of the Lease term; (c) an early termination fee of $10 million paid to the Company in the event that either the Company
or Buyer exercises their respective right to early termination of the Lease; and (d) additional terms of which will be agreed upon on
or before June 15, 2021.
The
foregoing description of the Sale Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of such agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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NortonLifeLock Inc.
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Date: June 7, 2021
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By:
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/s/ Bryan
Ko
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Bryan Ko
Chief Legal Officer and Corporate Secretary
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