8-K - GEN - Equibles

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): December 7, 2020

NortonLifeLock

Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-17781	77-0181864
(State<br> or Other Jurisdiction of <br><br> Incorporation)	(Commission<br> File Number)	(IRS<br> Employer Identification No.)
60 E. Rio Salado Parkway, Suite 1000 , Tempe , AZ	85281
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(Address<br> of Principal Executive Offices)	(Zip<br> Code)

Registrant’s

Telephone Number, Including Area Code (650) 527-8000

(Former name of former address, if changed since last report)

Not applicable

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	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	NLOK	The Nasdaq Stock Market LLC

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 Entryinto a Material Definitive Agreement.

On December 7, 2020, NortonLifeLock Inc. (“NortonLifeLock”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Alpaca HoldCo GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) under the laws of Germany (“HoldCo”), Alpaca TopCo GmbH, a limited liability company (Gesellschaft mit beschränkterHaftung) under the laws of Germany (“TopCo”), and each of the persons listed on Schedule I to the Stock Purchase Agreement (each a “Seller” and collectively, the “Sellers”)). The Stock Purchase Agreement provides, among other things, that, upon the terms and subject to the conditions set forth therein, (i) NortonLifeLock will purchase from Sellers all of the issued and outstanding capital stock of TopCo and HoldCo, and (ii) NortonLifeLock will pay the “Transaction Consideration” as provided in the Stock Purchase Agreement (collectively, the “Transactions”). Effective upon the consummation of the Transactions (the “Closing”), HoldCo and TopCo will both be a wholly-owned subsidiary of NortonLifeLock. The Closing is expected to occur during NortonLifeLock’s fiscal 2021 fourth quarter.

The aggregate Transaction Consideration that NortonLifeLock has agreed to pay under the Stock Purchase Agreement consists of $359,145,000 less the aggregate of all (if any) Notified Leakage Amounts (as defined in the Stock Purchase Agreement), certain virtual equity amounts, and disclosed indemnity items as described therein.

The Stock Purchase Agreement contains representations, warranties and covenants of NortonLifeLock, HoldCo, TopCo and the Sellers that are customary for a transaction of this nature. The representations and warranties and the indemnity obligations of HoldCo, TopCo and Sellers in the Stock Purchase Agreement will survive for twenty-four (24) months following the date of the Closing, except that certain fundamental representations and warranties will survive for the applicable statute of limitations. NortonLifeLock will obtain a representation and warranty insurance policy to obtain coverage for losses that may result from a breach of certain representations and warranties made by the Sellers in the Stock Purchase Agreement, subject to exclusions, policy limits and certain other terms and conditions. The completion of the Transactions is subject to the satisfaction of several conditions, including the receipt of antitrust merger control approval from the German Federal Cartel Office and certain other customary conditions.

As an inducement to NortonLifeLock entering into the Stock Purchase Agreement, NortonLifeLock has entered into employment agreements with two Sellers who are key employees of TopCo, which employment agreements are to become effective at the Closing.

The above description of the Stock Purchase Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to full text of the Stock Purchase Agreement, a copy of which will be filed as an exhibit to NortonLifeLock’s Quarterly Report on Form 10-Q for the quarter ending January 1, 2021. The representations, warranties and covenants contained in the Stock Purchase Agreement were made only for purposes of the Stock Purchase Agreement and as of specified dates, were solely for the benefit of the parties to the Stock 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 Stock Purchase Agreement. The representations and warranties have been made for the purpose of allocating contractual risk between the parties to the Stock 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 NortonLifeLock or the Sellers. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Stock Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.

Item7.01. Regulation FD Disclosure.

On December 7, 2020, NortonLifeLock issued a press release announcing the entry into the Stock Purchase Agreement, which is furnished as Exhibit 99.01 hereto.

The information in this Item 7.01 of the Current Report on Form 8-K, including the information contained in Exhibit 99.01, is being furnished to the Securities and Exchange Commission and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

Item9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Exhibit Title or Description
99.01	Press<br> Release issued on December 7, 2020 entitled “NortonLifeLock to Acquire Avira.”
104	The<br> cover page of this Current Report on Form 8-K, formatted in Inline XBRL.

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.

	NortonLifeLockInc.
Date: December 7, 2020	By:	/s/<br>Bryan Ko
		Bryan Ko <br><br>Chief Legal Officer and Corporate Secretary

Exhibit 99.01

NEWS RELEASE

CONTACTS

Investor Contact<br><br> <br>Mary Lai	Media Contact<br><br> <br>Spring Harris
NortonLifeLock Inc.	NortonLifeLock Inc.
IR@NortonLifeLock.com	Press@NortonLifeLock.com

NORTONLIFELOCKto Acquire Avira

Accelerates International Growth and ExpandsConsumer Reach through Freemium Model

TEMPE, Ariz. and Tettnang,Germany — December 7, 2020 – NortonLifeLock (NASDAQ: NLOK), a global leader in consumer Cyber Safety, today announced it has agreed to acquire Avira in an all-cash transaction for approximately $360 million from Investcorp Technology Partners. Avira provides a consumer-focused portfolio of cybersecurity and privacy solutions to a strong base in Europe and key emerging markets.

“I am delighted to welcome Avira to the Norton family,” said Vincent Pilette, CEO, NortonLifeLock. “We strive to bring Cyber Safety to everyone, and acquiring Avira adds a growing business to our portfolio, accelerates our international growth and expands our go-to-market model with a leading freemium solution. Culturally, we are a great match. We share a relentless focus on delivering innovative products to customers and we always think customer-first. We cannot wait to get started with Avira.”

“NortonLifeLock and Avira are fiercely dedicated to helping protect consumers’ digital lives,” said Travis Witteveen, CEO, Avira. “We are thrilled to become part of NortonLifeLock – a company that is synonymous with trust and leadership in Cyber Safety. By leveraging the scale of NortonLifeLock, we can reach and protect more consumers around the globe.”

“We were pioneers in delivering comprehensive Cyber Safety to consumers via our Norton 360 platform, and now with the addition of Avira’s product capabilities and solutions, we can better serve a broader set of consumers with our combined portfolio and a freemium business model,” said Gagan Singh, chief product officer, NortonLifeLock.

Expected Strategic and Financial Benefits

·	Advances NortonLifeLock’s aspiration to bring Cyber Safety to<br>everyone.
·	Accelerates international growth in Europe and key emerging markets.
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·	Brings freemium business model and 30M+ active devices to the Norton<br>family.
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·	Adds approximately 3 points of growth to our revenue with more than<br>1.5M paying customers
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·	Financially accretive in the first year, to achieve approximately 50%<br>operating margin post-synergies.
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Upon deal close, Avira CEO Travis Witteveen and CTO Matthias Ollig will join the NortonLifeLock leadership team. Subject to regulatory and customary closing conditions, the acquisition is expected to close in the Fiscal 2021 fourth quarter and is not expected to be material to Fiscal 2021 Q4 results.

About NortonLifeLock Inc.

NortonLifeLock Inc. (NASDAQ: NLOK) is a global leader in consumer Cyber Safety. NortonLifeLock is dedicated to helping secure the devices, identities, online privacy, and home and family needs of approximately 50 million consumers, providing them with a trusted ally in a complex digital world. For more information, please visit www.nortonlifelock.com.

About Avira

Avira protects people in the connected world — enabling everyone to manage and secure their digital lives. Avira provides a consumer-focused portfolio of security and privacy solutions for Windows and Mac computers, Android and iOS smartphones, home networks, and smart devices (IoT). All Avira features are available as licensed SDKs and APIs. Working together, Avira and its partners protect more than 500 million devices globally. Avira solutions consistently achieve best-in-class results from independent security tests.

For more information about Avira visit www.Avira.com.

Forward-Looking Statements

This press release contains statements which may be considered forward-looking within the meaning of the U.S. federal securities laws. In some cases, you can identify these forward-looking statements by the use of terms such as “expect,” “will,” “continue,” or similar expressions, and variations or negatives of these words, but the absence of these words does not mean that a statement is not forward-looking. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to: statements regarding the acquisition of Avira and the time frame in which this will occur; the expected benefits to NortonLifeLock, its customers, stockholders and investors from completing the acquisition, including without limitation expected revenue, subscriber, paying customers and active devices growth, operating margin improvements, improvements to total addressable market and value proposition, future product innovation, earnings accretion and cost savings; statements regarding cost reduction, integration and synergy efforts, and the potential benefits to be derived therefrom; any other statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. These statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from results expressed or implied in this press release. Such risk factors include, but are not limited to, those related to: the current and future impact of the COVID-19 pandemic on NortonLifeLock’s business and industry; obtaining required regulatory clearances and the satisfaction of other closing conditions, the potential impact on the businesses of NortonLifeLock and Avira due to uncertainties regarding the acquisition; the retention of employees of Avira and the ability of NortonLifeLock to successfully integrate Avira and to achieve expected benefits; general economic conditions; the ability of NortonLifeLock to successfully execute strategic plans; maintaining customer and partner relationships; anticipated growth of certain market segments; fluctuations in tax rates and currency exchange rates; the timing and market acceptance of new product releases and upgrades; the successful development of new products and integration of acquired businesses, and the degree to which these products and businesses gain market acceptance; the effect of the sale of substantially all of the Enterprise Security assets on NortonLifeLock’s retained businesses and products; general business and economic conditions; and matters arising out of our completed Audit Committee investigation and the ongoing U.S. Securities and Exchange Commission investigation. Actual results may differ materially from those contained in the forward-looking statements in this press release. Additional information concerning these and other risk factors is contained in the Risk Factors sections of NortonLifeLock’s most recent reports on Form 10-K and Form 10-Q. NortonLifeLock assumes no obligation, and does not intend, to update these forward-looking statements as a result of future events or developments.