Gen Digital Inc. Files 8-K for Material Definitive Agreement

TL;DR

Gen Digital (GEN) signed a big deal, filing an 8-K. Details to follow.

AI Summary

On December 10, 2024, Gen Digital Inc. entered into a material definitive agreement. The filing also includes financial statements and exhibits related to this event. The company, formerly known as NortonLifeLock Inc. and Symantec Corp, is incorporated in Delaware and headquartered in Tempe, Arizona.

Why It Matters

This filing indicates a significant new agreement for Gen Digital Inc., which could impact its business operations, financial performance, and strategic direction.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's future performance and stock price.

Key Numbers

• 000-17781 — SEC File Number (Identifies the company's filing with the SEC.)
• 77-0181864 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Gen Digital Inc. (company) — Registrant
• NortonLifeLock Inc. (company) — Former Company Name
• SYMANTEC CORP (company) — Former Company Name
• December 10, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Tempe, Arizona (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share GEN The Nasdaq Stock Mark
• $0.0001 — hare of Class A common stock, par value $0.0001 per share, of MoneyLion, (" MoneyLion
• $82 — ight to receive cash in an amount equal $82.00, without interest thereon, and one c
• $41,023,051 — ital a termination fee in cash equal to $41,023,051 (the " Company Termination Fee "). 4
• $20,511,525 — ng, the Company Termination Fee will be $20,511,525 if MoneyLion terminates the Merger Agre
• $23.00 — CVR will entitle its holder to receive $23.00 shares of Company Common Stock (issuabl
• $30.48 — able based on an assumed share price of $30.48 per share of Company Common Stock) if,
• $37.50 — rading days is equal to or greater than $37.50 (subject to certain adjustments) or Gen

Filing Documents

• ny20039778x3_8k.htm (8-K) — 85KB
• ny20039778x3_ex2-1.htm (EX-2.1) — 710KB
• ny20039778x3_ex10-1.htm (EX-10.1) — 71KB
• ny20039778x3_ex10-2.htm (EX-10.2) — 114KB
• 0001140361-24-048955.txt ( ) — 1342KB
• symc-20241210.xsd (EX-101.SCH) — 4KB
• symc-20241210_lab.xml (EX-101.LAB) — 21KB
• symc-20241210_pre.xml (EX-101.PRE) — 16KB
• ny20039778x3_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Merger Agreement On December 10, 2024, Gen Digital Inc., a Delaware corporation (" Gen Digital "), entered into an Agreement and Plan of Merger (the " Merger Agreement ") with Maverick Group Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (" Merger Sub "), and MoneyLion Inc., a Delaware corporation (" MoneyLion "), providing for the merger of Merger Sub with and into MoneyLion (the " Merger "), with MoneyLion surviving the Merger as a wholly owned subsidiary of Gen Digital. Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Merger Agreement. Effect on Capital Stock Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the " Effective Time "), each share of Class A common stock, par value $0.0001 per share, of MoneyLion, (" MoneyLion Common Stock ") that is issued and outstanding as of immediately prior to the Effective Time (other than any shares of MoneyLion Common Stock that are held by MoneyLion as treasury stock or owned by Gen Digital, any shares of MoneyLion Common Stock with respect to which a no transfer order has been placed with the MoneyLion's transfer agent as of the date of the Merger Agreement that remains in place immediately prior to the Effective Time, and any shares of MoneyLion Common Stock as to which appraisal rights have been properly exercised in accordance with Delaware law) will be automatically cancelled, extinguished and converted into the right to receive cash in an amount equal $82.00, without interest thereon, and one contingent value right issued by Gen Digital subject to and in accordance with the CVR Agreement (a " CVR ") (collectively, the " Merger Consideration "). Equity Awards and Company ESPP At the Effective Time, each: In-the-Money Company Option outstanding as of immediately prior to the Effective Time, whether vested or unvest

View Full Filing

View this 8-K filing on SEC EDGAR