Item 7.01. Regulation FD Disclosure.
On January 12, 2022, NortonLifeLock Inc. (the "Company") issued a press release
in the UK in accordance with the UK City Code on Takeovers and Mergers
announcing the syndication of its previously announced Term Loan B by lenders
under the Interim Facilities Agreement in connection with its
previously-announced merger with Avast plc ("Avast") (the "Merger"). In
connection with the syndication, the Company, in consultation with the lenders,
prepared a lender presentation. A copy of the press release and the investor
presentation are furnished as Exhibits 99.01 and 99.02, respectively, to this
Current Report on Form 8-K and is incorporated herein by reference.
The information included in this Current Report on Form 8-K under this Item 7.01
(including Exhibits 99.01 and 99.02), is being furnished to the U.S. Securities
and Exchange Commission (the "SEC") and shall not be deemed "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 made by the
Company 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.
Forward-Looking Statements
This Current Report on Form 8-K (including information incorporated herein by
reference) contains certain forward-looking statements. These forward-looking
statements can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements often use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "aim", "will", "may", "would", "could" or "should" or other words of
similar meaning or the negative thereof. Forward-looking statements include
statements relating to the following: (i) future capital expenditures, expenses,
revenues, economic performance, financial conditions, dividend policy, losses
and future prospects of the combined group of the Company and Avast (the
Combined Company); (ii) business and management strategies and the expansion and
growth of the operations of the Combined Company; (iii) the effects of
government regulation on the business of the Combined Company and (iv) the time
frame and the expected benefits of the Merger to the Company, Avast, and their
respective customers, stockholders and investors, including expected growth,
earnings accretion and cost savings. There are many factors which could cause
actual results to differ materially from those expressed or implied in
forward-looking statements. Such factors include, but are not limited to, the
possibility that the Merger will not be completed on a timely basis or at all,
whether due to the failure to satisfy the conditions of the Merger (including
approvals or clearances from regulatory and other agencies and bodies) or
otherwise, general business and economic conditions globally, industry trends,
competition, changes in government and other regulation, changes in political
and economic stability, disruptions in business operations due to reorganization
activities, interest rate and currency fluctuations, the inability of the
Combined Company to realize successfully any anticipated synergy benefits when
(and if) the Merger is implemented, the inability of the combined entity to
integrate successfully the Company's and Avast's operations when (and if) the
Merger is implemented, fluctuations and volatility in the Company's stock price,
the ability of the Company to successfully execute strategic plans, the ability
of the Company to maintain customer and partner relationships, the timing and
market acceptance of new product releases and upgrades, matters arising out of
the ongoing SEC investigation and the combined entity incurring and/or
experiencing unanticipated costs and/or delays or difficulties relating to the
Merger when (and if) it is implemented. Additional information concerning these
and other risk factors is contained in the Risk Factors sections of the
Company's most recent reports on Form 10-K and Form 10-Q, the contents of which
are not incorporated by reference into, nor do they form part of, this Current
Report on Form 8-K.
These forward-looking statements are based on numerous assumptions regarding the
present and future business strategies of such persons and the environment in
which each will operate in the future. By their nature, these forward-looking
statements involve known and unknown risks, as well as uncertainties because
they relate to events and depend on circumstances that will occur in the future.
The factors described in the context of such forward-looking statements in this
Current Report on Form 8-K may cause the actual results, performance or
achievements of any such person, or industry results and developments, to be
materially different from any results, performance or achievements expressed or
implied by such forward-looking statements. No assurance can be given that such
expectations will prove to have been correct and persons reading this Current
Report on Form 8-K are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this Current
Report on Form 8-K. All subsequent oral or written forward-looking statements
attributable to the Company, Avast or any persons acting on their behalf are
expressly qualified in their entirety by the cautionary statement above. The
Company does not assume any obligation to update the forward-looking statements,
whether as a result of new information, future events or otherwise, except to
the extent required by applicable law, regulation or stock exchange rules.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Exhibit Title or Description
99.01 Press release dated January 12, 2022.
99.02 Lender Presentation.
104 The cover page of this Current Report on Form 8-K, formatted in Inline
XBRL.
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