Subsequent Events | NOTE 15: SUBSEQUENT EVENTS In October 2020, the Corporation completed its IPO and consummated the following transactions. The Reorganization Transactions Reorganization In connection with the closing of the IPO, the following Reorganization Transactions were consummated: • a new limited liability company operating agreement (“New LLC Agreement”) was adopted for the Company making the Corporation the sole managing member of the Company; • the Corporation’s certificate of incorporation was amended and restated to, among other things, (i) provide for Class A common stock and Class B common stock and (ii) issue shares of Class B common stock to the holders of LLC Units following the IPO, other than Management Owners (as defined below), the Corporation and its subsidiaries, (“Continuing Owners”) and the members of the Company’s management who hold LLC Units following the closing of the offering or are to receive Class A common stock in satisfaction of the incentive awards, (“Management Owners”), on a one-to-one basis with the number of LLC Units they own (except that Management Owners will not receive shares of Class B common stock in connection with their exchange of Management Incentive Units (“MIUs”)), the exchange of which will be settled in shares of Class A Common Stock, for nominal consideration; • the Corporation (i) issued 126.3 million shares of its Class A common stock to certain of the Continuing Owners in exchange for their contribution of LLC units or the equity of certain other entities, which pursuant to the Reorganization Transactions, became its direct or indirect subsidiaries and (ii) will issue up to 5.7 million shares of its Class A common stock upon settlement of certain existing awards held by certain Management Owners, which were satisfied in connection with the Reorganization Transactions; and • the Corporation entered into (i) a tax receivable agreement with the TRA Beneficiaries and (ii) a stockholders agreement and a registration rights agreement with investment funds affiliated with or advised by TPG and Thoma Bravo, respectively, and Intel. Exchange Mechanics In connection with the IPO, the New LLC Agreement was adopted, allowing the Continuing LLC Owners (or certain permitted transferees), subject to certain restrictions, to exchange their LLC Units for shares of Class A common stock on a one-for-one basis (and cancels an equal number of shares of Class B common stock of the exchanging member), subject to customary conversion rate adjustments for stock splits, stock dividends, reclassifications and other similar transactions. The holders of MIUs also have the right, from time to time and subject to certain restrictions, to exchange their MIUs for LLC Units, which will then be immediately redeemed for shares of Class A Common Stock, based on the value of such MIUs relative to their applicable distribution threshold. Consolidation Subsequent to the Reorganization Transactions and IPO, the Corporation is a holding company, and its sole material asset held directly or through wholly-owned subsidiaries is its equity interest in FTW. After the Reorganization Transactions, the Corporation, as the sole managing member of FTW, exclusively operates and controls the business and affairs of FTW and will then consolidate FTW, with FTW considered the predecessor for accounting purposes. As the Continuing LLC Owners control both the Corporation and FTW, before and after the Reorganization Transactions, The Reorganization Transactions will be accounted for as a reorganization of entities under common control. Following the Reorganization Transactions, the consolidated financial statements of the Corporation will recognize the assets and liabilities received in the Reorganization Transactions at their historical carrying amounts, as reflected in the historical consolidated financial statements of FTW. The Corporation will report a noncontrolling interest related to the LLC Units held by the Continuing LLC Owners. The decision whether to tender LLC Units to FTW will be made solely at the discretion of the Continuing LLC Owners. Accordingly, the LLC Units owned by the Continuing LLC Owners will be treated as redeemable noncontrolling interests as the holders have the option to exchange their LLC Units for cash or for shares of the Corporation’s Class A common stock. Income Taxes and Tax Receivable Agreement The Corporation is subject to U.S. federal and state income taxes and will file consolidated income tax returns for U.S. federal and certain state jurisdictions and is subject to U.S. federal income taxes, in addition to state and local taxes, with respect to its allocable share of any net taxable income of FTW following the Reorganization Transactions. FTW continues to be classified as a partnership for U.S. federal income tax purposes. The contribution by the Continuing Owners to the Corporation of certain corporate entities in connection with the IPO (including the Reorganization Transactions) and future exchanges of LLC Units for shares of the Corporation’s Class A common stock are expected to produce or otherwise deliver to the Corporation favorable tax attributes that can reduce its taxable income. Prior to the completion of the IPO, the Corporation entered into a tax receivable agreement, under which generally will require it to pay to the TRA Beneficiaries 85% of the applicable cash savings, if any, in U.S. federal, state, and local income tax that the Corporation actually realizes or, in certain circumstances, is deemed to realize as a result of (i) all or a portion of the Corporation’s allocable share of existing tax basis in the assets of FTW (and its subsidiaries) acquired in connection with the Reorganization Transactions, (ii) increases in the Corporation’s allocable share of existing tax basis in the assets of FTW (and its subsidiaries) and tax basis adjustments in the assets of FTW (and its subsidiaries) as a result of sales or exchanges of LLC Units after the IPO, (iii) certain tax attributes of the corporations acquired by McAfee Corp. in connection with the Reorganization Transactions (including their allocable share of existing tax basis in the assets of FTW (and its subsidiaries)), and (iv) certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. The Corporation generally will retain the benefit of the remaining 15% of the applicable tax savings. Pursuant to the exchange mechanics described above, the Corporation may be required to acquire LLC Units of FTW from the holders for shares of the Corporation’s Class A common stock. An exchange of LLC Units is treated as a purchase of the LLC Units for U.S. federal income tax purposes. FTW and certain of its subsidiaries are treated as a partnership for U.S. federal income tax purposes and through which FTW owns its interests in the assets of the McAfee business has or will have an election under Section 754 of the Internal Revenue Code of 1986 Stockholders Agreement In connection with the IPO, the Corporation entered into a stockholders agreement with investment funds affiliated with TPG, Thoma Bravo, Intel, and certain other stockholders. Under the stockholders agreement, the Corporation is required to take all necessary action to cause the board of directors and its committees to include director candidates designated by TPG and Intel in the slate of director nominees recommended by the board of directors for election by the Corporation’s stockholders. Pursuant to the stockholders agreement, TPG, Intel, and Thoma Bravo also agreed to certain standstill provisions pursuant to which each is restricted from, among other things, acquiring the Corporation’s securities if that would result in it owning more than 49% of the Corporation’s outstanding voting power without the Corporation’s consent. Registration Rights Agreement The Corporation entered into a registration rights agreement with TPG, Thoma Bravo, Intel, certain other stockholders, and the Corporation’s Chief Executive Officer in connection with the IPO. The registration rights agreement provides TPG, Thoma Bravo, and Intel certain registration rights whereby, at any time following the IPO and the expiration of any related lock-up period, TPG, Thoma Bravo, and Intel can require the Corporation to register under the Securities Act shares of Class A common stock, including shares issuable to them upon exchange of their equity ownership in FTW. The IPO In connection with the completion of the IPO, the Corporation issued 31.0 million Class A common stock to the purchasers in the IPO. The Corporation used the net proceeds to purchase (directly or indirectly through shares of subsidiaries) (i) newly issued LLC Units from FTW and (ii) 1.7 million issued and outstanding LLC Units and an equal number of shares of Class B common stock from certain Continuing LLC Owners at a purchase price per unit equal to the IPO price of Class A common stock, less underwriting discounts and commissions. The Corporation purchased 29.3 million newly issued LLC Units from FTW at a price per unit equal to the public offering price, less underwriting discounts and commissions, an aggregate of $ 553 |
Subsequent Events | NOTE 4: SUBSEQUENT EVENTS In October 2020, the Corporation completed its IPO and consummated the following transactions. The Reorganization Transactions Reorganization In connection with the closing of the IPO, the following Reorganization Transactions were consummated: • a new limited liability company operating agreement (“New LLC Agreement”) was adopted for the Company making the Corporation the sole managing member of the Company; • the Corporation’s certificate of incorporation was amended and restated to, among other things, (i) provide for Class A common stock and Class B common stock and (ii) issue shares of Class B common stock to the holders of LLC Units following the IPO, other than Management Owners (as defined below), the Corporation and its subsidiaries, (“Continuing Owners”) and the members of the Company’s management who hold LLC Units following the closing of the offering or are to receive Class A common stock in satisfaction of the incentive awards, (“Management Owners”), on a one-to-one basis with the number of LLC Units they own (except that Management Owners will not receive shares of Class B common stock in connection with their exchange of Management Incentive Units (“MIUs”)), the exchange of which will be settled in shares of Class A Common Stock, for nominal consideration; • the Corporation (i) issued 126.3 million shares of its Class A common stock to certain of the Continuing Owners in exchange for their contribution of LLC units or the equity of certain other entities, which pursuant to the Reorganization Transactions, became its direct or indirect subsidiaries and (ii) will issue up to 5.7 million shares of its Class A common stock upon settlement of certain existing awards held by certain Management Owners, which were satisfied in connection with the Reorganization Transactions; and • the Corporation entered into (i) a tax receivable agreement with the TRA Beneficiaries and (ii) a stockholders agreement and a registration rights agreement with investment funds affiliated with or advised by TPG Global, LLC (“TPG”) and Thoma Bravo, L.P. (“Thoma Bravo”), respectively, and Intel Americas, Inc. (“Intel”.) Exchange Mechanics In connection with the IPO, the New LLC Agreement was adopted, allowing the Continuing LLC Owners (or certain permitted transferees), subject to certain restrictions, to exchange their LLC Units for shares of Class A common stock on a one-for-one basis (and cancels an equal number of shares of Class B common stock of the exchanging member), subject to customary conversion rate adjustments for stock splits, stock dividends, reclassifications and other similar transactions. The holders of MIUs also have the right, from time to time and subject to certain restrictions, to exchange their MIUs for LLC Units, which will then be immediately redeemed for shares of Class A Common Stock, based on the value of such MIUs relative to their applicable distribution threshold. Consolidation Subsequent to the Reorganization Transactions and IPO, the Corporation is a holding company, and its sole material asset held directly or through wholly-owned subsidiaries is its equity interest in FTW. After the Reorganization Transactions, the Corporation, as the sole managing member of FTW, exclusively operates and controls the business and affairs of FTW and will then consolidate FTW, with FTW considered the predecessor for accounting purposes. As the Continuing LLC Owners control both the Corporation and FTW, before and after the Reorganization Transactions, The Reorganization Transactions will be accounted for as a reorganization of entities under common control. Following the Reorganization Transactions, the consolidated financial statements of the Corporation will recognize the assets and liabilities received in the Reorganization Transactions at their historical carrying amounts, as reflected in the historical consolidated financial statements of FTW. The Corporation will report a noncontrolling interest related to the LLC Units held by the Continuing LLC Owners. The decision whether to tender LLC Units to FTW will be made solely at the discretion of the Continuing LLC Owners. Accordingly, the LLC Units owned by the Continuing LLC Owners will be treated as redeemable noncontrolling interests as the holders have the option to exchange their LLC Units for cash or for shares of the Corporation’s Class A common stock. Income Taxes and Tax Receivable Agreement The Corporation is subject to U.S. federal and state income taxes and will file consolidated income tax returns for U.S. federal and certain state jurisdictions and is subject to U.S. federal income taxes, in addition to state and local taxes, with respect to its allocable share of any net taxable income of FTW following the Reorganization Transactions. FTW continues to be classified as a partnership for U.S. federal income tax purposes. The contribution by the Continuing Owners to the Corporation of certain corporate entities in connection with the IPO (including the Reorganization Transactions) and future exchanges of LLC Units for shares of the Corporation’s Class A common stock are expected to produce or otherwise deliver to the Corporation favorable tax attributes that can reduce its taxable income. Prior to the completion of the IPO, the Corporation entered into a tax receivable agreement, under which generally will require it to pay to the TRA Beneficiaries 85% of the applicable cash savings, if any, in U.S. federal, state, and local income tax that the Corporation actually realizes or, in certain circumstances, is deemed to realize as a result of (i) all or a portion of the Corporation’s allocable share of existing tax basis in the assets of FTW (and its subsidiaries) acquired in connection with the Reorganization Transactions, (ii) increases in the Corporation’s allocable share of existing tax basis in the assets of FTW (and its subsidiaries) and tax basis adjustments in the assets of FTW (and its subsidiaries) as a result of sales or exchanges of LLC Units after the IPO, (iii) certain tax attributes of the corporations acquired by McAfee Corp. in connection with the Reorganization Transactions (including their allocable share of existing tax basis in the assets of FTW (and its subsidiaries)), and (iv) certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. The Corporation generally will retain the benefit of the remaining 15% of the applicable tax savings. Pursuant to the exchange mechanics described above, the Corporation may be required to acquire LLC Units of FTW from the holders for shares of the Corporation’s Class A common stock. An exchange of LLC Units is treated as a purchase of such LLC Units for U.S. federal income tax purposes. FTW and certain of its subsidiaries are treated as a partnership for U.S federal income tax purposes and through which FTW owns its interests in the assets of the McAfee business has or will have an election under Section 754 of the Internal Revenue Code of 1986 in effect for taxable years in which sales or exchanges of LLC Units occur. Pursuant to the Section 754 election, sales of LLC Units result in an increase in the tax basis of tangible and intangible assets of FTW and certain of its subsidiaries. When the Corporation acquires LLC Units from the Continuing LLC Owners, both the existing basis for certain assets and the anticipated basis adjustments will increase depreciation and amortization deductions allocable to the Corporation for tax purposes from FTW, and therefore reduce the amount of income tax the Corporation would otherwise be required to pay in the future to various tax authorities. This increase in tax basis may also decrease gain (or increase loss) on future dispositions of certain assets of FTW and its subsidiaries to the extent increased tax basis is allocated to those capital assets. Stockholders Agreement In connection with the IPO, the Corporation entered into a stockholders agreement with investment funds affiliated with TPG, Thoma Bravo, Intel, and certain other stockholders. Under the stockholders agreement, the Corporation is required to take all necessary action to cause the board of directors and its committees to include director candidates designated by TPG and Intel in the slate of director nominees recommended by the board of directors for election by the Corporation’s stockholders. Pursuant to the stockholders agreement, TPG, Intel, and Thoma Bravo also agreed to certain standstill provisions pursuant to which each is restricted from, among other things, acquiring the Corporation’s securities if that would result in it owning more than 49% of the Corporation’s outstanding voting power without the Corporation’s consent. Registration Rights Agreement The Corporation entered into a registration rights agreement with TPG, Thoma Bravo, Intel, certain other stockholders, and the Corporation’s Chief Executive Officer in connection with the IPO. The registration rights agreement provides TPG, Thoma Bravo, and Intel certain registration rights whereby, at any time following the IPO and the expiration of any related lock-up period, TPG, Thoma Bravo, and Intel can require the Corporation to register under the Securities Act shares of Class A common stock, including shares issuable to them upon exchange of their equity ownership in FTW. The IPO In connection with the completion of the IPO, the Corporation issued 31.0 million Class A common stock to the purchasers in the IPO. The Corporation used the net proceeds to purchase (directly or indirectly through shares of subsidiaries) (i) newly issued LLC Units from FTW and (ii) 1.7 million issued and outstanding LLC Units and an equal number of shares of Class B common stock from certain Continuing LLC Owners at a purchase price per unit equal to the IPO price of Class A common stock, less underwriting discounts and commissions. The Corporation purchased 29.3 million newly issued LLC Units from FTW at a price per unit equal to the public offering price, less underwriting discounts and commissions, an aggregate of $553 million, collectively representing 6.8% of the FTW’s outstanding LLC Units. FTW used the proceeds contributed to it to repay all of its outstanding principal obligations with respect to its Second Lien Term Loan in an amount of $525 million and made a payment of $22 million due upon termination of its Management Services Agreement. FTW will incur or reimburse the Corporation for all of the expenses of the IPO. Following the IPO, the Corporation holds (directly or indirectly through subsidiaries) 157.3 million LLC Units that is equal to the |