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): September 8, 2010
Symantec Corporation
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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000-17781
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77-0181864 |
(State or Other Jurisdiction of
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(Commission
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(IRS Employer |
Incorporation)
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File Number)
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Identification No.) |
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350 Ellis Street, Mountain View, CA
(Address of Principal Executive Offices)
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94043
(Zip Code) |
Registrants Telephone Number, Including Area Code (650) 527-8000
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
On September 8, 2010, Symantec Corporation (the Company) entered into a $1 billion senior
unsecured revolving credit facility that expires on September 8,
2014 with the lenders party thereto (the
Lenders), Wells Fargo Bank, National Association, as Administrative Agent, Bank of
America, N.A. and Citibank, N.A., as Co-Syndication Agents, JPMorgan Chase Bank, N.A. and Morgan
Stanley Senior Funding, Inc., as Co-Documentation Agents, and Wells Fargo Securities, LLC, Banc of
America Securities LLC and Citigroup Global Markets Inc., as Joint Bookrunners and Joint Lead
Arrangers (the Credit Agreement). The Credit Agreement is the successor to the Prior Credit
Facility (as defined below), which was terminated on September 8, 2010. At the closing, the
Company did not borrow any funds under the Credit Agreement.
The Credit Agreement provides that the Company may borrow up to $1.0 billion under revolving
loans and up to $20 million under short-term swing loans. The Company has agreed to pay the
Lenders a facility fee at a rate per annum that varies based on the Companys leverage ratio, as
defined in the Credit Agreement (the Consolidated Leverage Ratio).
Revolving loans under the Credit Agreement bear interest, at the Companys option, at either a
rate equal to (x) the banks base rate plus a margin based on the Consolidated Leverage Ratio (the
Alternate Base Rate), or (y) a rate equal to LIBOR plus a margin based on the Consolidated
Leverage Ratio (the Adjusted LIBO Rate). Under the Credit Agreement, the Company may select an
interest period of one, two, three or six months (or with the consent of each of the Lenders, nine
or twelve months) for each loan if the Adjusted LIBO Rate is chosen.
Payments of the principal amounts of revolving loans under the Credit Agreement are due no
later than September 8, 2014, subject to extension as provided for in the Credit Agreement. Accrued
interest with respect to such principal amounts is payable in arrears at the end of the applicable
interest period but at least every three months or, if the applicable rate of interest on any
principal amount under the Credit Agreement is the Alternate Base Rate, on the last day of each
March, June, September and December. The Company may optionally prepay loans under the Credit
Agreement at any time, without penalty, subject to reimbursement of certain costs in the case of
borrowings that bear interest at the Adjusted LIBO Rate.
The Credit Agreement contains customary representations and warranties, affirmative and
negative covenants and events of default under which the Companys payment obligations may be
accelerated and the interest rate applicable to any borrowings will increase by 200 basis points,
including among others, non payment of principal, interest or other amounts when due, inaccuracy of
representations and warranties, violation of covenants (including a covenant that the Company
maintain a ratio of debt to EBITDA (earnings before interest, taxes, depreciation, and
amortization) of not more than 3 to 1), cross defaults with certain other indebtedness, certain
undischarged judgments, bankruptcy, insolvency or inability to pay debts, the occurrence of certain
ERISA events, or the Company experiences a change of control described in the Credit Agreement. The
Companys obligations under the Credit Agreement are guaranteed by certain of the Companys U.S.
subsidiaries pursuant to a Subsidiary Guaranty attached to the Credit Agreement.
In the ordinary course of their respective businesses, certain of the Lenders and the other
parties to the Credit Agreement and their respective affiliates have engaged, and may in the future
engage, in commercial banking, investment banking, financial advisory or other services with the
Company and its affiliates for which they have in the past and/or may in the future receive
customary compensation and expense reimbursement. Further, Citibank, N.A., a Lender, is party to
certain convertible note hedge transactions and warrant transactions with the Company.
Item 1.02 Termination of a Material Definitive Agreement
In connection with its entry into the Credit Agreement, Symantec terminated its five-year $1
billion senior unsecured revolving credit facility, dated July 12, 2006, with the lenders party
thereto, JPMorgan Chase Bank, National Association, as Administrative Agent, Citicorp USA, Inc., as
Syndication Agent, Bank of America, N.A., Morgan Stanley Bank and UBS Loan Finance LLC, as
Co-Documentation Agents, and J.P. Morgan Securities Inc.
and Citigroup Global Markets Inc., as Joint Bookrunners and Joint Lead Arrangers (the Prior
Credit Facility). No borrowings were outstanding at the termination of the Prior Credit Facility.
In the ordinary course of their respective businesses, certain of the lenders under and the
other parties to the Prior Credit Facility and their respective affiliates have engaged, and may in
the future engage, in commercial banking, investment banking, financial advisory or other services
with the Company and its affiliates for which they have in the past and/or may in the future
receive customary compensation and expense reimbursement. Further, Citibank, N.A., an affiliate of
a lender under the Prior Credit Facility, is party to certain convertible note hedge transactions
and warrant transactions with the Company.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant
On September 8, 2010, Symantec entered into the Credit Agreement described in Item 1.01 above,
which information is incorporated by reference into this Item 2.03.