0000899243-20-000975.txt : 20200110
0000899243-20-000975.hdr.sgml : 20200110
20200110163604
ACCESSION NUMBER: 0000899243-20-000975
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200109
FILED AS OF DATE: 20200110
DATE AS OF CHANGE: 20200110
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Humphrey David
CENTRAL INDEX KEY: 0001557605
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-17781
FILM NUMBER: 20521496
MAIL ADDRESS:
STREET 1: C/O BAIN CAPITAL PARTNERS, LLC
STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: NortonLifeLock Inc.
CENTRAL INDEX KEY: 0000849399
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 770181864
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0403
BUSINESS ADDRESS:
STREET 1: 60 E RIO SALADO PARKWAY
STREET 2: SUITE 1000
CITY: TEMPE
STATE: AZ
ZIP: 85281
BUSINESS PHONE: 650-527-2900
MAIL ADDRESS:
STREET 1: 60 E RIO SALADO PARKWAY
STREET 2: SUITE 1000
CITY: TEMPE
STATE: AZ
ZIP: 85281
FORMER COMPANY:
FORMER CONFORMED NAME: SYMANTEC CORP
DATE OF NAME CHANGE: 19920703
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-01-09
0
0000849399
NortonLifeLock Inc.
NLOK
0001557605
Humphrey David
C/O BAIN CAPITAL INVESTORS, LLC
200 CLARENDON STREET
BOSTON
MA
02116
1
0
0
0
2.000% Convertible Senior Notes due 2021
20.41
2020-01-09
4
D
0
734431000
D
Common Stock
35976836
0.00
I
See footnotes
2.000% Convertible Senior Notes due 2022
20.41
2020-01-09
4
A
0
367215500
A
Common Stock
17988418
367215500.00
I
See footnotes
2.000% Convertible Senior Notes due 2021
10.23
2020-01-09
4
A
0
367215500
A
Common Stock
35890321
367215500.00
I
See footnotes
Represents $734,431,000 aggregate principal amount of the 2.000% Convertible Senior Notes due 2021 (the "Convertible Notes") of NortonLifeLock Inc. (formerly Symantec Corp.) (the "Issuer") held directly by BC Bearcat SPV, LP, FF Bearcat Holdings, LP, BCIP Associates IV (US), L.P., BCIP Associates IV-B (US), L.P., BCIP T Associates IV (US), L.P., and BCIP T Associates IV-B (US), L.P. (collectively, the "Bain Capital Entities").
The governance, investment strategy and decision-making process with respect to investments held by the Bain Capital Entities is directed by Bain Capital Investors, LLC ("BCI"). David Humphrey is a Managing Director of BCI. By virtue of the relationships described in these footnotes, Mr. Humphrey may be deemed to share voting and dispositive power with respect to the securities held by the Bain Capital Entities. Mr. Humphrey disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
Represents $734,431,000 aggregate principal amount of the 2.000% Convertible Senior Notes due 2022 (the "Amended Convertible Notes") of the Issuer held directly by the Bain Capital Entities.
On November 11, 2019, the Issuer and the Bain Capital Entities entered into an amended investment agreement providing for the terms of the transactions described herein, which were approved in accordance with Rule 16b-3. The Issuer and the Bain Capital Entities agreed to amend the terms of the Convertible Notes in connection with the payment of a special dividend to the Issuer's stockholders, if declared by the board of directors and paid prior to April 3, 2020.
The Issuer and the Bain Capital Entities agreed to extend the maturity date of the Convertible Notes from 2021 until 2022, and to provide that one half of the Amended Convertible Notes will be exchanged for newly issued Amended Convertible Notes that will receive payment of the special dividend in cash (in lieu of an adjustment to the conversion rate). The aggregate amount of Convertible Notes held by the Bain Capital Entities has not changed since the date of their original acquisition. On January 9, 2020, the board of directors declared the special dividend of $12.00 per share.
In accordance with an investment agreement, dated as of June 12, 2016, the Bain Capital Entities were restricted from converting the Convertible Notes prior to the earlier of (i) the first anniversary of the date of issuance and (ii) the consummation of any change in control of the Issuer or entry into a definitive agreement for a transaction that, if consummated, would result in a change in control of the Issuer, in each case, subject to certain exceptions.
The Convertible Notes originally matured on August 15, 2021, subject to earlier redemption, repurchase or conversion in accordance with their terms.
Upon conversion of the Convertible Notes, the Issuer was to deliver, at its election, cash, shares of Common Stock or a combination of cash and shares of Common Stock. This number represents the number of shares of Common Stock issuable upon conversion of the Convertible Notes if the Issuer elected to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the initial conversion rate of 48.9860 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The initial conversion rate was subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture, dated as of August 1, 2016, by and between the Issuer and Wells Fargo Bank, National Association, as trustee.
The initial conversion rate of 48.9860 per $1,000 principal amount of Convertible Notes is equivalent to an initial conversion price of approximately $20.41 per share of Common Stock.
In accordance with an amended investment agreement, dated as of November 11, 2019, the Bain Capital Entities are restricted from converting the Amended Convertible Notes prior to the date that is six months prior to their maturity date. Restriction does not, however, apply to a transferee in a "Permitted Transfer" as defined in such amended investment agreement. or to a conversion of Amended Convertible Notes following the occurrence or notice of a "Fundamental Change" as defined in the terms of the Amended Convertible Notes.
The Amended Convertible Notes mature on August 15, 2022, subject to earlier repurchase or conversion in accordance with their terms.
Upon conversion of the Amended Convertible Notes, the Issuer is required to deliver, at its election, cash, shares of Common Stock or a combination of cash and shares of Common Stock. This number represents the number of shares of Common Stock issuable upon conversion of the Amended Convertible Notes, assuming the Issuer elects to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the initial conversion rate of 48.9860 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The current conversion rate of 48.9860 per $1,000 principal amount of Amended Convertible Notes is equivalent to a current conversion price of approximately $20.41 per share of Common Stock. With respect to one half of the aggregate principal amount of the Amended Convertible Notes, the payment of the special dividend will be paid to holders in cash,
(Continued from footnote 12) on an as-converted to Common Stock basis, in lieu of an adjustment to the conversion rate, and with respect to the other half, the then current conversion rate will automatically adjust following the payment of the special dividend as provided by the indenture governing such notes. The conversion rates are subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of the indentures governing the Amended Convertible Notes.
Based on the current conversion rate of 48.9860, it is estimated that the automatic adjustment for the special dividend on the payment date for the special dividend will result in a conversion rate of approximately 97.7364 shares of Common Stock per $1,000 principal amount of Amended Convertible Notes, which is equivalent to a conversion price of approximately $10.23 per share.
/s/ David Humphrey
2020-01-10