Gen Digital Inc.
03/27/2026 | Press release | Distributed by Public on 03/27/2026 14:15
Material Agreement (Form 8-K)
Item 1.01. Entry into a Material Definitive Agreement.
On March 27, 2026, Gen Digital Inc. ("Gen Digital" or the "Company") entered into the Third Amendment to Amended and Restated Credit Agreement (the "Amendment") with the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, pursuant to which Gen Digital amended its existing Amended and Restated Credit Agreement, dated as of September 12, 2022 (as amended by the First Amendment to Amended and Restated Credit Agreement dated as of June 5, 2024 and the Second Amendment to Amended and Restated Credit Agreement dated as of April 16, 2025, the "Existing Credit Agreement").
Pursuant to the Amendment, the Company (i) extended the maturity date with respect to its $1,500 million Revolving Credit Facility (as defined in the Existing Credit Agreement) to March 27, 2031, subject to a springing maturity date if Gen Digital does not satisfy a minimum liquidity test (the "Extended Maturity Date"), (ii) extended the maturity date with respect to a portion of its Initial Tranche A Term Loans (as defined in the Existing Credit Agreement) to the Extended Maturity Date through the establishment of a new class of term loans (the "Extended Term A Loans"), (iii) incurred additional Extended Term A Loans, the proceeds of which, together with cash on hand, were used to repay in full all remaining Initial Tranche A Term Loans, and (iv) made certain other changes to the Existing Credit Agreement.
The Company's $2,741 million Extended Term A Loans will bear interest, at the Company's option, at either a rate equal to (x) the bank's base rate plus a margin based on the better of (i) the debt rating of the Company's non-credit-enhanced, senior unsecured long-term debt (the "Debt Rating") and (ii) the ratio of consolidated funded debt to consolidated EBITDA (the "Total Leverage Ratio") of the Company or (y) the secured overnight financing rate plus a margin based on (i) the Debt Rating and (ii) the Total Leverage Ratio of the Company.
The Revolving Facility has no amortization. The Extended Term A Loans will amortize in equal quarterly installments in aggregate annual amounts equal to 5.00% of the original principal amount for the entire term of such facility.
The foregoing description of the Amendment is only a summary, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amendment, a copy of which will be filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended April 3, 2026.
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