SYMC Symantec Corporation

Item 1.01      Entry into a Material Definitive Agreement.

Asset Purchase Agreement

On August 8, 2019, Symantec Corporation (the “Company”) and Broadcom Inc. (“Buyer”) entered into an Asset Purchase Agreement (the “Purchase Agreement”).  Pursuant to the Purchase Agreement, the Company has agreed to sell certain assets of its enterprise security business (the “Business”) to Buyer in exchange for (i) $10.7 billion in cash consideration and (ii) the assumption of certain liabilities of the Business as specified in the Purchase Agreement (such transaction, the “Sale”).

Under the Purchase Agreement, the Company and Buyer have made customary representations and warranties to each other and have agreed to customary covenants relating to the Sale, including an agreement of the Company not to compete with the Business for five years following the closing.  In addition, Buyer and the Company have agreed to indemnify each other for losses arising from certain covenant breaches under the Purchase Agreement and certain liabilities expressly assumed or retained by the relevant indemnifying party.

The Sale is subject to the satisfaction or waiver of certain customary closing conditions, including (i) the expiration or termination of any required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and (ii) the receipt of antitrust approvals in the European Union and Japan. There is no financing condition to the obligations of the Buyer to consummate the transaction. Buyer has obtained debt commitments for a financing amount that, together with Buyer’s available cash and other lines of credit, is sufficient for Buyer to pay the full amount of the cash consideration in the Sale. The Purchase Agreement contains certain termination rights, including the right of either party to terminate the Agreement if the closing of the Sale has not occurred on or before February 8, 2020 subject to an automatic three-month extension if the required antitrust approvals have not been obtained by such date but all other closing conditions have been satisfied.

The Purchase Agreement also provides for the Company and Buyer to enter into a Trademark License Agreement and an Intellectual Property License Agreement upon the closing of the Sale under which each party will grant certain licenses to the other party with respect to certain intellectual property rights and technology transferred by the Company in the Sale and retained by the Company after the consummation of the Sale.

The above description of the Purchase Agreement and the sale of the Business is only a summary, does not purport to be complete and is qualified in its entirety by reference to full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of specified dates, were solely for the benefit of the parties to the Purchase Agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Purchase Agreement. The representations and warranties have been made for the purpose of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company or Buyer. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.