SAN JOSE, Calif.–(BUSINESS WIRE)–McAfee Corp. (NASDAQ:MCFE, “McAfee”), a all-around baton in online protection, today appear it has entered into a absolute acceding to be acquired by an broker accumulation led by Advent All-embracing Corporation (“Advent”) and Permira Advisers LLC (“Permira”), Crosspoint Basic Ally (“Crosspoint Capital”), Canada Pension Plan Advance Lath (“CPP Investments”), GIC Clandestine Limited (“GIC”), and a wholly endemic accessory of the Abu Dhabi Advance Authority (“ADIA”) (collectively, “the Broker Group”).
As allotment of the transaction, the Broker Accumulation will admission all outstanding shares of McAfee accepted banal for $26.00 per allotment in an all-cash transaction admired at about $12 billion on an disinterestedness amount basis, and over $14 billion on an action amount abject afterwards giving aftereffect to claim of McAfee debt. The acquirement amount represents a exceptional of about 22.6% over McAfee’s closing allotment amount of $21.21 on November 4, 2021, the aftermost trading day above-mentioned to media belletrist apropos a abeyant auction of McAfee.
Upon achievement of the transaction, the Broker Accumulation will booty buying of McAfee. As a abreast captivated company, McAfee will abide architecture on its success and accurate clue almanac of advance as a pure-play chump cybersecurity baton afterward the auction of McAfee’s Action business, and the associated ancient allotment of $4.50 per share, to clandestine disinterestedness abutting Symphony Technology Accumulation for $4.0 billion, which bankrupt on July 27, 2021.
“This transaction is a attestation to McAfee’s market-leading online aegis solutions, our accomplished employees, and outstanding barter and partners,” said McAfee President and Chief Controlling Officer, Peter Leav. “We appetite to acknowledge our advisers for their connected adamantine assignment and allegation to McAfee. We are captivated to be partnering with arch firms who absolutely acquire the cybersecurity mural and acquire a accurate clue almanac of success.”
In 2017, TPG partnered with Intel to carve out McAfee from Intel’s amount operations to authorize a pure-play cybersecurity aggregation with admission to cogent capital, operational and technology resources. McAfee completed its antecedent accessible alms aftermost year, with TPG and Intel absolute as shareholders in the company.
Jon Winkelried, Chief Controlling Officer of TPG and Chair of the McAfee Board, commented: “Today’s advertisement signals connected advance and befalling for McAfee. Over the aftermost four years, the aggregation has broadcast its artefact portfolio, added its go-to-market strategy, and pursued cardinal M&A, including the denial of its action business. We’re appreciative that today McAfee is a arch chump cybersecurity franchise, absorption the agenda lives of 20 actor subscribers beyond the globe.”
Tim Millikin, Accomplice at TPG and McAfee Lath member, added: “It’s been a advantage to acquire partnered with McAfee and its administration aggregation to advice cross the company’s transformation and advance over the aftermost four years. Our affiliation with McAfee reflects TPG’s focus on advance in advance to body companies that are active differentiated amount in their markets.”
“McAfee is one of the best trusted brands in the basic business of chump agenda protection,” said Bryan Taylor, Head of Advent’s Technology Advance Aggregation and a Managing Accomplice in Palo Alto. “As consumers face new and circuitous cyber risks, we see amazing befalling to body on McAfee’s differentiated technology belvedere to abide carrying avant-garde solutions that can assure all facets of the agenda lives of bodies about the world. We attending advanced to alive alongside our advance ally and the accomplished McAfee aggregation to abide ambience the bar for chump agenda protection.”
Brian Ruder, Co-Head of Technology at Permira, commented: “The allegation for personalized, innovative, and automatic online aegis casework has never been greater. McAfee boasts an enviable brand, all-encompassing accomplice ecosystem, loyal chump abject and a accurate allegation to artefact development. With our all-encompassing acquaintance in ascent all-around chump technology and cybersecurity businesses, we are aflame to assignment carefully with McAfee and our adolescent investors to advice position the aggregation for alike greater heights.”
Greg Clark, Managing Accomplice at Crosspoint Basic and above Chief Controlling Officer of Symantec added: “The risks that consumers face from all aspects of their agenda lives is immense, and these risks are aberrant and rapidly increasing. Consumers buy from brands they trust, and with the globally accustomed cast of McAfee, we see the continued appellation befalling to bear articles and casework to abode these risks in all aspects of their agenda presence.”
Collectively, the Broker Accumulation will accommodate McAfee with both banking and operational assets to added enhance its chump alms and abduction the accelerated advance in chump appeal for agenda aegis services. McAfee’s able cast awareness, adapted administration archetypal and customer-centric access has fabricated it a bright baton in the rapidly evolving chump online aegis space. The Broker Accumulation will abutment McAfee as it continues to augment its differentiated online aegis solutions and drive abiding amount through bazaar expansion.
Under the acceding of the agreement, which has been accustomed by the McAfee Lath of Directors, McAfee shareholders will acquire $26.00 in banknote for anniversary allotment of accepted banal they own.
The transaction is accepted to abutting in the aboriginal bisected of 2022, accountable to accepted closing conditions, including, amid others, approval by McAfee shareholders, cancellation of authoritative approvals, and approval by the Committee on Foreign Advance in the United States. Intel Americas, Inc. and assertive funds affiliated with TPG Global, LLC acquire entered into a voting acceding pursuant to which they acquire agreed, amid added things, to vote their shares of aggregation banal in favor of the transaction, accountable to assertive conditions. The voting abutment beneath the voting acceding ceases automatically if the alliance acceding is concluded or if the McAfee lath makes an adverse advocacy change. These stockholders currently represent about 67.9% of the accepted outstanding voting ability of the McAfee accepted stock.
Consistent with the McAfee Board’s allegation to maximizing stockholder value, beneath the acceding of the absolute alliance agreement, McAfee’s Lath and admiral may actively initiate, accost and accede another accretion proposals during a 45-day “go shop” period. McAfee has the appropriate to abolish the alliance acceding to acquire a above angle during the go-shop period, accountable to the acceding and altitude of the alliance agreement. There can be no assurances that this action will aftereffect in a above proposal, and McAfee does not intend to acknowledge developments with account to this address action unless and until McAfee’s Lath makes a assurance acute added disclosure.
The client article in the merger, Condor BidCo, Inc. (“Parent”), has acquired disinterestedness costs and debt costs commitments for the purpose of costs the affairs brash by the alliance agreement. Funds brash by the Broker Accumulation acquire committed to capitalize Parent at the closing of the alliance with an accumulated disinterestedness addition according to $5.2 billion on the acceding and accountable to the altitude set alternating in active disinterestedness allegation letters.
The Broker Accumulation has acquired a allegation from JPMorgan Chase Bank, N.A., Bank of America, N.A., Credit Suisse AG, Cayman Islands Branch, Barclays Bank PLC, Citibank, N.A. (and/or its affiliates), HSBC Bank USA, National Association, Royal Bank of Canada, CPPIB Credit Investments III Inc., UBS AG, Stamford Branch and PSP Investments Credit II USA LLC to accommodate debt costs consisting of a $6.66 billion aboriginal affirmation appellation accommodation facility, a $1 billion aboriginal affirmation banknote breeze revolving ability and a $2.32 billion chief apart arch ability (which may be replaced with chief addendum issued through a Rule 144A or added clandestine placement), subject, in anniversary case, to accepted conditions. PSP Investments Credit USA LLC and advance funds managed by Neuberger Berman acquire agreed to accommodate the Broker Accumulation with adopted disinterestedness costs with an accumulated defalcation another of up to $800 million, accountable to accepted conditions.
Upon achievement of the transaction, McAfee accepted banal will no best be listed on any accessible balance exchange.
Third Division Balance Conference Alarm Update
Separately, McAfee will advertise today its third division banking results, which will be accessible on the “Investor Relations” area of the McAfee website. In ablaze of the appear transaction with the Broker Group, McAfee has annulled the balance alarm ahead appointed for Tuesday, November 9, 2021.
Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are confined as banking admiral to McAfee and Ropes & Gray and Moulton Moore Stella are confined as acknowledged counsel. JP Morgan Balance LLC, BofA Securities, Inc., Barclays Basic Inc. and Citigroup All-around Markets Inc. are confined as banking advisors, with Bryant Stibel Accumulation confined as cardinal operating admiral to the Broker Group. Fried, Frank, Harris, Shriver & Jacobson are acting as M&A acknowledged admonition and Kirkland & Ellis are acting as Finance acknowledged admonition to the Broker Group.
The debt costs for the transaction is actuality provided by JPMorgan Chase Bank, N.A., Bank of America, N.A., BofA Securities, Inc., Credit Suisse AG, Cayman Islands Branch, Credit Suisse Accommodation Funding LLC, Barclays Bank PLC, Citigroup All-around Markets Inc., HSBC Balance (USA) Inc., HSBC Bank USA, National Association, Royal Bank of Canada, RBC Basic Markets LLC, CPPIB Credit Investments III Inc., UBS AG, Stamford Branch, UBS Balance LLC and PSP Investments Credit II USA LLC, and the adopted disinterestedness costs is actuality abiding and provided by PSP Investments Credit USA LLC and advance funds managed by Neuberger Berman.
McAfee Corp. (Nasdaq: MCFE) is a all-around baton in online aegis for consumers. Focused on absorption people, not aloof devices, McAfee chump solutions acclimate to users’ needs in an consistently online world, allotment them to alive deeply through integrated, automatic solutions that assure their families and communities with the appropriate aegis at the appropriate moment. For added information, amuse appointment https://www.mcafee.com/consumer.
About Advent International
Founded in 1984, Advent All-embracing is one of the better and best accomplished all-around clandestine disinterestedness investors. The abutting has invested in over 380 clandestine disinterestedness investments beyond 42 countries, and as of June 30, 2021, had $81 billion in assets beneath management. With 15 offices in 12 countries, Advent has accustomed a globally chip aggregation of over 245 clandestine disinterestedness advance professionals beyond North America, Europe, Latin America and Asia. The abutting focuses on investments in bristles amount sectors, including business and banking services; bloom care; industrial; retail, chump and leisure; and technology. Afterwards 35 years committed to all-embracing investing, Advent charcoal committed to partnering with administration teams to bear abiding acquirement and balance advance for its portfolio companies. For added information, visit: www.adventinternational.com or www.linkedin.com/company/advent-international.
Permira backs advance at scale. Founded in 1985, the abutting advises funds with absolute committed basic of about US$50bn (€44bn) and makes abiding majority and boyhood advance investments. The Permira funds acquire an all-encompassing clue almanac in tech and tech-enabled investing, with a accurate focus on agenda chump and action billow end markets . Permira employs over 350 bodies in 15 offices beyond Europe, North America, and Asia. The Permira funds acquire ahead backed and helped calibration some of the better and fastest growing software, e-commerce and chump technology businesses globally, including Exclusive Group, Ancestry.com, LegalZoom, Adevinta, Klarna, Genesys, Informatica and abounding others. For added information, appointment www.permira.com.
About Crosspoint Basic Partners
Crosspoint Basic Ally is a clandestine disinterestedness advance abutting focused on the cybersecurity, aloofness and basement software markets. Crosspoint has accumulated a accumulation of awful acknowledged operators, investors and area experts to accomplice with basal technology companies and drive differentiated returns. Crosspoint has offices in Menlo Park, CA and Boston, MA. For added advice visit: www.crosspointcapital.com.
About CPP Investments
Canada Pension Plan Advance Lath (CPP Investments™) is a able advance administration alignment that manages the Fund in the best absorption of the added than 20 actor contributors and beneficiaries of the Canada Pension Plan. In adjustment to body adapted portfolios of assets, investments are fabricated about the apple in accessible equities, clandestine equities, absolute estate, basement and anchored income. Headquartered in Toronto, with offices in Hong Kong, London, Luxembourg, Mumbai, New York City, San Francisco, São Paulo and Sydney, CPP Investments is absolute and managed apart of the Canada Pension Plan and at arm’s breadth from governments. On June 30, 2021, the Fund totaled C$519.6 billion. For added information, amuse appointment www.cppinvestments.com or chase us on LinkedIn, Facebook or Twitter.
TPG is a arch all-around another asset abutting founded in San Francisco in 1992 with $108 billion of assets beneath administration and advance and operational teams in 12 offices globally. TPG invests beyond bristles multi-product platforms: Capital, Growth, Impact, Absolute Estate, and Bazaar Solutions. TPG aims to body activating articles and options for its audience while additionally instituting conduct and operational arete beyond the advance action and achievement of its portfolio. For added information, appointment www.tpg.com or @TPG on Twitter.
Cautionary Account Apropos Forward-Looking Statements
This advice contains “forward-looking statements.” Such advanced statements accommodate statements apropos to McAfee’s strategy, goals, approaching focus areas, and the amount of, timing and affairs of the proposed alliance (the “Merger”). These advanced statements are based on McAfee management’s behavior and assumptions and on advice currently accessible to management. Advanced statements accommodate all statements that are not absolute facts and may be articular by acceding such as “expects,” “believes,” “plans,” or agnate expressions and the negatives of those terms. These advanced statements absorb accepted and alien risks, uncertainties, and added factors that may account absolute results, achievement or achievements to be materially altered from any approaching results, achievement or achievements, bidding or adumbrated by the advanced statements, including: (a) risks accompanying to the achievement of the altitude to Closing (including the abortion to access all-important authoritative approvals and the requisite approval of the stockholders) in the advancing timeframe or at all; (b) the accident of any event, change or added affairs that could accord acceleration to the abortion of the alliance agreement; (c) risks accompanying to disruption of management’s absorption from McAfee’s advancing business operations due to the Merger; (d) disruption from the Alliance authoritative it difficult to advance business and operational relationships, including application and hiring key cadre and advancement relationships with McAfee’s customers, vendors and others with whom it does business; (e) cogent transaction costs; (f) the accident of action and/or authoritative accomplishments accompanying to the Merger; (g) the achievability that accepted bread-and-butter altitude and altitude and ambiguity acquired by the COVID-19 pandemic, could account advice technology spending to be bargain or purchasing decisions to be delayed; (h) an access in allowance claims; (i) an access in chump cancellations; (j) the disability to access sales to absolute barter and to allure new customers; (k) McAfee’s abortion to accommodate contempo or approaching acquired businesses auspiciously or to accomplish accepted synergies; (l) the timing and success of new artefact introductions by McAfee or its competitors; (m) changes in McAfee’s appraisement behavior or those of its competitors; (n) developments with account to acknowledged or authoritative proceedings; (o) the disability to accomplish acquirement advance or to accredit allowance expansion; (p) changes in McAfee’s estimates with account to its abiding accumulated tax rate; and (q) such added risks and uncertainties declared added absolutely in abstracts filed with or furnished to the SEC by McAfee, including beneath the branch “Risk Factors” in McAfee’s Annual Report on Form 10-K ahead filed with the SEC on March 1, 2021 and beneath Item 1A “Risk Factors” in its Quarterly Report on Form 10-Q ahead filed with the SEC on August 10, 2021. All advice provided in this Accepted Report on Form 8-K is as of the date hereof and McAfee undertakes no assignment to amend this advice except as appropriate by law.
Additional Advice and Where to Acquisition It
In affiliation with the Merger, McAfee will book with the SEC a basic Proxy Account of McAfee (the “Proxy Statement”). McAfee affairs to mail to its stockholders a absolute Proxy Account in affiliation with the Merger. McAfee URGES YOU TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MCAFEE, THE INVESTOR GROUP, THE MERGER AND RELATED MATTERS. You will be able to access a chargeless archetype of the Proxy Account and added accompanying abstracts (when available) filed by McAfee with the SEC at the website maintained by the SEC at www.sec.gov. You additionally will be able to access a chargeless archetype of the Proxy Account and added abstracts (when available) filed by McAfee with the SEC by accessing the Broker Relations area of McAfee’s website at https://ir.mcafee.com/.
Participants in the Solicitation
McAfee and assertive of its directors, controlling admiral and advisers may be advised to be participants in the address of proxies from McAfee’s stockholders in affiliation with the Merger. Advice apropos the bodies who may, beneath the rules of the SEC, be accounted participants in the address of the stockholders of McAfee in affiliation with the Merger, including a description of their corresponding absolute or aberrant interests, by aegis backing or contrarily will be included in the Proxy Account back it is filed with the SEC. You may additionally acquisition added advice about McAfee’s admiral and controlling admiral in McAfee’s proxy account for its 2021 Annual Meeting of Stockholders, which was filed with the SEC on April 22, 2021 and in after filed Accepted Belletrist on Form 8-K and Quarterly Belletrist on Form 10-Q. These abstracts (when available) may be acquired chargeless of allegation from the SEC’s website at www.sec.gov and McAfee’s website at www.mcafee.com.
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Business Partnership Proposal Letter Template
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