Item 1.01 Entry into a Material Definitive Agreement.
On January 16, 2017, the parties to the Agreement and Plan of Merger (the “Merger Agreement”), dated November 20, 2016, by
and among Symantec Corporation (the “Company”), L1116 Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, and LifeLock, Inc., a Delaware corporation (“LifeLock”), amended the Merger Agreement to
provide the Company the right to extend the date of the closing (the “Closing”) of the transaction to facilitate its debt financing.
The amendment to the Merger Agreement (the “Amendment”) provides the Company the right, in certain circumstances, to extend the date
of the Closing to the later of (x) February 9, 2017 and (y) the second business day after the satisfaction or waiver of the closing conditions set forth in Section 7.1 and Section 7.3 of the Merger Agreement. Specifically,
if on or after January 31, 2017 and prior to February 9, 2017, the conditions set forth in Section 7.1 and Section 7.2 are satisfied, including that LifeLock has delivered the officer’s certificate regarding its satisfaction
of certain of its closing conditions in the form attached to the Amendment, and has fulfilled its obligation to provide certain financial information that LifeLock is required to provide the Company in connection with its debt financing efforts
pursuant to the terms of the Merger Agreement, and the Company has not completed its debt financing, then the Company may elect to extend the Closing to the later of (x) February 9, 2017 and (y) the second business day after the
satisfaction or waiver of the closing conditions set forth in Section 7.1 and Section 7.3 of the Merger Agreement. In such event, the closing conditions set forth in Section 7.2 of the Merger Agreement shall be deemed to have been
satisfied for all purposes and any extension of the Closing pursuant to Section 2.3(y) of the Merger Agreement will no longer apply, subject to LifeLock not intentionally breaching certain conduct covenants in the Merger Agreement after the date of
delivery of the officer’s certificate.
Other than as expressly modified pursuant to the Amendment, the Merger Agreement, which was
filed as Exhibit 2.01 to the Company’s Form
8-K
filed with the Securities and Exchange Commission on November 21, 2016, remains in full force and effect as originally executed on November 20,
2016. The foregoing description of the Amendment and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, attached hereto as Exhibit 2.01 to this
Current Report on Form
8-K,
which is incorporated herein by this reference.
In connection with
the execution of the Amendment, on January 16, 2017, the Company entered into a consent and amendment (the “Consent”) to the previously-disclosed commitment and engagement letter, dated November 20, 2016 (the “Commitment
Letter”), relating to a senior bridge loan facility (the “Bridge Loan Facility”) in an aggregate amount of $750 million, pursuant to which the commitment parties thereto, among other things, consented to the Amendment. The
Commitment Letter, as amended by the Consent, remain in full force and effect and the Bridge Loan Facility, as described therein, remains available to the Company subject to satisfaction of customary conditions as modified by the Consent.