Item 1.01 Entry into a Material Definitive Agreement.
On July 27, 2021, McAfee, LLC (“US Seller”) and McAfee Security UK LTD (“UK Seller” and together with US Seller, the “Company”) and Magenta Buyer LLC, organized by a consortium led by Symphony Technology Group (“Buyer”), entered into the Second Amendment to Contribution and Equity Purchase Agreement (the “Purchase Agreement Amendment”) governing the sale by the Company of certain assets of its Enterprise business (the “Enterprise Business”) to Buyer in exchange for (i) $4,000,000,000 in cash consideration and (ii) the assumption of certain liabilities of the Enterprise Business as specified in the Contribution and Equity Purchase Agreement (as amended, the “Purchase Agreement”) (such transaction, the “Enterprise Business Sale”). The Purchase Agreement Amendment clarifies the treatment of certain transferred employees of the Enterprise Business and the treatment of certain residual cash balances and certain transferred assets and liabilities upon the consummation of the Enterprise Business Sale, among other matters.
The above description of the Purchase Agreement Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to full text of the Purchase Agreement Amendment, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference. The covenants contained in the Purchase Agreement Amendment were made only for purposes of the Purchase Agreement Amendment, were solely for the benefit of the parties to the Purchase Agreement Amendment, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties. Investors should not rely on the covenants contained in the Purchase Agreement Amendment or any description thereof as characterizations of the actual state of facts or condition of the Company or Buyer.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On July 27, 2021, the parties to the Purchase Agreement completed the Enterprise Business Sale. The description of the Enterprise Business Sale set forth in Item 1.01 to this Current Report is incorporated by reference herein in its entirety.
Attached as Exhibit 99.4 to this Current Report, and incorporated herein by this reference, is a copy of the Company’s press release dated July 27, 2021 announcing the completion of the Enterprise Business Sale.
Item 5.03 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective July 27, 2021, in connection with the consummation of the Enterprise Business Sale, Lynne Doherty McDonald’s employment as Executive Vice President, Global Sales and Marketing, Enterprise Business Group of McAfee Corp. terminated.
Item 8.01 Other Events.
This Current Report updates McAfee Corp.’s Annual Report on Form 10-K for the fiscal year ended December 26, 2020 (the “2020 Annual Report”) to reflect the Enterprise Business as discontinued operations and the realignment of McAfee Corp.’s financial reporting structure to reflect the change in segment presentation consistent with how management currently views and manages its businesses. This update is consistent with the presentation of continuing and discontinued operations and segment reporting included in McAfee Corp.’s Quarterly Report on Form 10-Q for the quarter ended March 27, 2021.
We have revised the following portions of the 2020 Annual Report to reflect the retrospective revisions described above:
| | • | | Exhibit 99.1: Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations; and |
| | • | | Exhibit 99.2: Item 8. Financial Statements and Supplementary Data, and Item 15. Financial Statement Schedules. |
