McAfee Announces Sale of Company Business to Symphony Know-how Team for $4. Billion

SAN JOSE, Calif. & PALO ALTO, Calif.–(Business enterprise WIRE)–McAfee Corp. (Nasdaq: MCFE), the machine-to-cloud cybersecurity firm, now declared it has entered into a definitive agreement to offer its Business business to a consortium led by Symphony Technological innovation Team (STG) in an all-income transaction for $4. billion. The transaction is expected to shut by the close of 2021, matter to customary regulatory approvals and closing circumstances.

McAfee’s Enterprise business enterprise has established the rate and typical inside the cybersecurity field for additional than 30 a long time and has become a identified leader for system-to-cloud cybersecurity solutions. Currently, the Enterprise enterprise is a trustworthy associate for 86% of the Fortune 100 firms all-around the environment and recognized $1.3 billion in internet profits in fiscal yr 2020.

McAfee President and Chief Govt Officer, Peter Leav, commented “STG is the right husband or wife to continue on strengthening our Organization business, and this final result is a testament to the business’ field-foremost solutions and most notably to the outstanding contributions of our staff members.” Leav added, “This transaction will enable McAfee to singularly aim on our client business and to accelerate our approach to be a chief in private safety for buyers.”

“McAfee is 1 of the most legendary makes in enterprise security and has a status for innovation, quality and management,” mentioned William Chisholm, Managing Partner at STG. “We are entirely committed to driving the business’ approach to be the major machine-to-cloud cybersecurity company by partnering with McAfee’s existing planet-course workforce to continue offering outstanding effectiveness to enterprises and authorities customers globally.”

News Highlights:

• Divestiture of McAfee Company enterprise for $4. billion in income ahead of tax
• McAfee to turn into pure perform buyer cybersecurity organization
• McAfee expects to issue an believed $4.50 exclusive dividend for each Course A typical share on transaction near
• McAfee expects to lessen credit card debt by around $1 billion, which is expected to outcome in a neutral impression to web leverage ratio

In addition to the repayment of around $1 billion of existing McAfee indebtedness, McAfee also expects to use a portion of the proceeds from the transaction to spend approximately $175 million in customary transaction bills and other 1-time rates. The $2.75 billion of remaining proceeds will be dispersed by Basis Know-how Around the world, McAfee’s controlled subsidiary, on a pro rata foundation to all holders, such as McAfee Corp. McAfee Corp. will use its pro rata part of this sort of proceeds to pay back close to $300 million in expected company taxes and associated payments in link with the transaction, and will use all remaining proceeds to pay back a one-time particular dividend of $4.50 for every share to holders of our Course A Widespread Inventory. This signifies a just one-time specific dividend rate of somewhere around 21% of the closing sale selling price of our Course A Common Stock on Friday, March 5, 2021 prior to McAfee’s entry into the transaction.

McAfee also expects to fork out somewhere around $300 million in more a person-time separation expenditures and stranded cost optimization, a portion of which will be bills compensated by proceeds from the transaction.

Right up until closing, McAfee will continue on to conduct and function the Enterprise small business, while McAfee, STG, and the Organization business’ leadership workforce will partner to strategy for a profitable changeover for the organization, its staff, and its shoppers.

At shut, McAfee will retain its identify and will carry on its singular target on delivering primary remedies to safeguard people and currently being a chief in own safety for people. The Organization business enterprise will be re-branded, which is expected to manifest in the coming months.

Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are acting as financial advisors, and Ropes & Gray LLP as legal advisor, to McAfee.

UBS Expense Financial institution, Jefferies LLC and BofA Securities are acting as money advisors, and Paul Hastings LLP is acting as authorized advisor, to STG. UBS Investment Lender, Jefferies Finance LLC and Financial institution of The usa are supplying funding for the acquisition.

Webcast / Convention Simply call Particulars

In conjunction with this announcement, McAfee will host a webcast meeting contact right now, March 8, 2021, at 8:00 a.m. Eastern Time to talk about the introduced transaction. The listen-only webcast is obtainable at https://ir.mcafee.com/buyers. Investors and individuals can accessibility the convention connect with over the cellphone by dialing (833) 301-1122, or for global callers (631) 658-1012. The conference ID is 6165804.

Pursuing the conference get in touch with, a replay of the webcast, supplemental fiscal information and facts and earnings slides will be made obtainable on the Investor Relations web site of the McAfee’s internet site at https://ir.mcafee.com/information-and-activities/functions.

About McAfee

McAfee is the gadget-to-cloud cybersecurity enterprise. Influenced by the power of doing the job jointly, McAfee generates shopper and business enterprise options that make the planet a safer spot. www.mcafee.com

About STG

Symphony Know-how Team (STG) is the personal fairness associate to sector leading businesses in details, program, and analytics. The firm provides experience, versatility, and assets to create strategic worth and unlock the opportunity of modern firms. Partnering to build shopper-centric, industry profitable portfolio providers, STG makes sustainable foundations for progress that convey worth to all current and potential stakeholders. The organization is committed to reworking and creating outstanding know-how corporations in partnership with world course management teams. STG’s expansive portfolio has consisted of much more than 35 worldwide corporations. For additional information and facts, make sure you stop by www.stgpartners.com.

Forward-Seeking Statements

In addition to historical consolidated economical information, specified statements in this push launch and on the linked teleconference connect with might include “forward-wanting statements” within the this means U.S. federal securities laws that require substantial challenges and uncertainties. All statements other than statements of historic actuality integrated in this push release and on the similar teleconference call are ahead-seeking statements. These statements might include words these types of as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and conditions of identical which means in connection with any dialogue of the timing or nature of foreseeable future operating or economical functionality or other occasions. For case in point, all statements McAfee will make relating to the believed timing of the closing of the transaction or the predicted use of proceeds therefrom the affect of the transaction on McAfee’s Purchaser company the integration of its Enterprise business with STG Group and its present assets and McAfee’s plans and goals for future operations, expansion initiatives, or procedures are forward-wanting statements. All ahead-hunting statements are matter to pitfalls and uncertainties that may possibly cause real effects to vary materially from those people that McAfee expected. Certain components that could cause these a change incorporate, but are not minimal to: delays in getting necessary regulatory approvals or the satisfaction of other closing disorders the success and effectiveness of any separation functions as a outcome of the transaction the timing of the declaration of a specific dividend, which is based mostly on a amount of assumptions relating to the realizable internet dollars proceeds from the transaction and other income move products the impression of the COVID-19 pandemic McAfee’s potential to adapt to quick technological alter, evolving marketplace specifications and transforming shopper needs, demands or preferences the effect on McAfee’s small business of a network or knowledge protection incident or unauthorized access to its network or details or its customers’ knowledge the results on McAfee’s organization if we are not able to get new buyers, if its clients do not renew their arrangements with us, or if McAfee is unable to expand gross sales to its existing consumers or acquire new answers or option deals that obtain industry acceptance McAfee’s potential to regulate its progress effectively, execute its enterprise plan, sustain significant concentrations of company and shopper pleasure or sufficiently deal with competitive challenges McAfee’s dependence on its senior administration crew and other crucial workforce McAfee’s means to greatly enhance and develop its income and advertising and marketing abilities McAfee’s capacity to draw in and keep very capable staff to execute its growth system the pitfalls involved with interruptions or overall performance troubles of its know-how, infrastructure and provider providers McAfee’s dependence on Amazon Web Products and services cloud infrastructure expert services the influence of information privateness fears, evolving polices of cloud computing, cross-border knowledge transfer limitations and other domestic and foreign legislation and laws the impact of volatility in quarterly functioning final results the dangers connected with McAfee’s income recognition plan and other components may perhaps distort its monetary outcomes in any presented period the consequences on McAfee’s consumer foundation and small business if we are not able to enhance its brand price-properly McAfee’s skill to comply with anti-corruption, anti-bribery and related laws McAfee’s means to comply with governmental export and import controls and financial sanctions legislation the potential adverse impact of authorized proceedings McAfee’s capacity to identify suitable acquisition targets or usually efficiently put into action its progress approach the influence of a alter in McAfee’s pricing model McAfee’s skill to meet provider stage commitments below its customer contracts the influence on McAfee’s organization and standing if it is not able to supply substantial-excellent buyer guidance McAfee’s dependence on strategic interactions with 3rd events the affect of adverse normal and sector-unique economic and marketplace ailments and reductions in IT and identification shelling out McAfee’s dependence on adequate research and growth assets and its potential to properly complete acquisitions McAfee’s reliance on program and services from other get-togethers the impression of actual or perceived glitches, failures, vulnerabilities or bugs in McAfee’s solutions McAfee’s skill to protect its proprietary rights the effect on McAfee’s organization if we are matter to infringement assert or a declare that outcomes in a considerable harm award the hazards related with McAfee’s use of open up supply computer software in its remedies, solution deals and subscriptions McAfee’s reliance on SaaS suppliers to function selected capabilities of its business the risks affiliated with indemnity provisions in McAfee’s agreements the challenges related with liability claims if McAfee’s breach its contracts the effects of the failure by McAfee’s buyers to spend it in accordance with the terms of their agreements the risks affiliated with exposure to international currency fluctuations the impact of most likely adverse tax penalties associated with McAfee’s intercontinental operations the effects of adjustments in tax guidelines or polices the affect of the Tax Act McAfee’s skill to keep its company culture McAfee’s capability to acquire and preserve good and effective inner manage over economical reporting the dangers related with owning functions and workers found in Israel and the impact of catastrophic events on McAfee’s small business. Provided these elements, as well as other variables that could have an affect on McAfee’s working final results, you ought to not count on ahead-wanting statements, think that past financial general performance will be a responsible indicator of future overall performance, or use historic traits to anticipate final results or traits in long run durations. The forward-hunting statements bundled in this push release and on the linked teleconference simply call relate only to events as of the date hereof. McAfee undertakes no obligation to update or revise any forward-looking assertion as a final result of new information and facts, potential functions or usually, except as normally expected by law.