McAfee Announces Sale of Organization Business enterprise to Symphony Engineering Group for $4. Billion

McAfee will develop into a pure enjoy buyer cybersecurity business

McAfee expects to concern a $4.50 particular dividend per Course A share and decrease credit card debt by ~$1 billion on transaction near

McAfee Corp. (Nasdaq: MCFE), the system-to-cloud cybersecurity firm, currently introduced it has entered into a definitive agreement to offer its Company business to a consortium led by Symphony Technology Team (STG) in an all-hard cash transaction for $4. billion. The transaction is predicted to close by the finish of 2021, issue to customary regulatory approvals and closing situations.

McAfee’s Enterprise enterprise has established the speed and standard in just the cybersecurity marketplace for far more than 30 several years and has grow to be a identified leader for system-to-cloud cybersecurity methods. These days, the Enterprise business is a trusted husband or wife for 86% of the Fortune 100 companies close to the world and realized $1.3 billion in web income in fiscal yr 2020.

McAfee President and Chief Executive Officer, Peter Leav, commented “STG is the suitable spouse to proceed strengthening our Business organization, and this final result is a testomony to the business’ sector-top alternatives and most notably to the outstanding contributions of our workforce.” Leav added, “This transaction will allow for McAfee to singularly concentrate on our purchaser business and to speed up our approach to be a chief in own security for consumers.”

“McAfee is one of the most iconic brand names in business protection and has a name for innovation, high-quality and management,” claimed William Chisholm, Running Partner at STG. “We are thoroughly dedicated to driving the business’ tactic to be the leading unit-to-cloud cybersecurity business by partnering with McAfee’s current world-class staff to continue offering extraordinary effectiveness to enterprises and authorities shoppers globally.”

News Highlights:

• Divestiture of McAfee Business business for $4. billion in funds before tax

• McAfee to become pure play purchaser cybersecurity organization

• McAfee expects to challenge an believed $4.50 specific dividend for every Course A widespread share on transaction close

• McAfee expects to lower debt by about $1 billion, which is anticipated to end result in a neutral influence to internet leverage ratio

In addition to the repayment of approximately $1 billion of current McAfee indebtedness, McAfee also expects to use a part of the proceeds from the transaction to pay roughly $175 million in customary transaction charges and other a single-time prices. The $2.75 billion of remaining proceeds will be dispersed by Foundation Engineering All over the world, McAfee’s controlled subsidiary, on a pro rata foundation to all holders, like McAfee Corp. McAfee Corp. will use its professional rata portion of such proceeds to pay about $300 million in needed company taxes and associated payments in relationship with the transaction, and will use all remaining proceeds to pay out a just one-time exclusive dividend of $4.50 for each share to holders of our Course A Frequent Stock. This signifies a just one-time special dividend amount of about 21% of the closing sale value of our Course A Prevalent Stock on Friday, March 5, 2021 prior to McAfee’s entry into the transaction.

Tale carries on

McAfee also expects to pay out roughly $300 million in additional just one-time separation expenses and stranded price tag optimization, a portion of which will be bills paid by proceeds from the transaction.

Right up until closing, McAfee will keep on to conduct and work the Company enterprise, even though McAfee, STG, and the Organization business’ leadership staff will lover to program for a profitable transition for the small business, its workforce, and its prospects.

At near, McAfee will retain its name and will carry on its singular target on delivering leading methods to safeguard people and being a chief in individual security for consumers. The Business company will be re-branded, which is expected to arise in the coming months.

Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are acting as economical advisors, and Ropes & Grey LLP as authorized advisor, to McAfee.

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

Webcast / Meeting Simply call Details

In conjunction with this announcement, McAfee will host a webcast convention get in touch with today, March 8, 2021, at 8:00 a.m. Japanese Time to discuss the introduced transaction. The hear-only webcast is available at https://ir.mcafee.com/investors. Traders and contributors can accessibility the conference connect with about the phone by dialing (833) 301-1122, or for worldwide callers (631) 658-1012. The conference ID is 6165804.

Following the meeting connect with, a replay of the webcast, supplemental financial information and facts and earnings slides will be manufactured obtainable on the Investor Relations site of the McAfee’s web page at https://ir.mcafee.com/news-and-activities/situations.

About McAfee

McAfee is the device-to-cloud cybersecurity organization. Inspired by the power of functioning alongside one another, McAfee makes client and company solutions that make the entire world a safer spot. www.mcafee.com

About STG

Symphony Technological know-how Group (STG) is the non-public fairness husband or wife to market main firms in knowledge, application, and analytics. The business delivers experience, adaptability, and sources to build strategic value and unlock the potential of ground breaking businesses. Partnering to build customer-centric, marketplace profitable portfolio providers, STG generates sustainable foundations for progress that carry worth to all current and potential stakeholders. The organization is focused to transforming and constructing exceptional engineering firms in partnership with world class administration teams. STG’s expansive portfolio has consisted of a lot more than 35 world businesses. For additional information, please pay a visit to www.stgpartners.com.

Ahead-Hunting Statements

In addition to historical consolidated economic data, particular statements in this push launch and on the associated teleconference phone may perhaps comprise “forward-hunting statements” in the which means U.S. federal securities laws that include sizeable threats and uncertainties. All statements other than statements of historic fact involved in this push release and on the related teleconference phone are ahead-looking statements. These statements may possibly incorporate terms these kinds of as “anticipate,” “estimate,” “expect,” “project,” “strategy,” “intend,” “feel,” “may possibly,” “will,” “should really,” “can have,” “probably” and other phrases and phrases of very similar that means in link with any discussion of the timing or nature of upcoming working or monetary functionality or other gatherings. For instance, all statements McAfee helps make relating to the believed timing of the closing of the transaction or the expected use of proceeds therefrom the effect of the transaction on McAfee’s Purchaser small business the integration of its Business organization with STG Team and its existing assets and McAfee’s ideas and aims for long run functions, development initiatives, or techniques are forward-on the lookout statements. All forward-seeking statements are matter to pitfalls and uncertainties that could result in genuine effects to differ materially from these that McAfee anticipated. Particular aspects that could cause these types of a difference include, but are not constrained to: delays in acquiring needed regulatory approvals or the fulfillment of other closing situations the effectiveness and efficiency of any separation pursuits as a end result of the transaction the timing of the declaration of a specific dividend, which is based on a range of assumptions pertaining to the realizable internet income proceeds from the transaction and other funds stream products the affect of the COVID-19 pandemic McAfee’s capacity to adapt to quick technological modify, evolving marketplace requirements and shifting buyer wants, prerequisites or preferences the effect on McAfee’s organization of a community or information security incident or unauthorized entry to its network or information or its customers’ data the results on McAfee’s small business if we are unable to acquire new buyers, if its shoppers do not renew their arrangements with us, or if McAfee is not able to increase profits to its current customers or establish new remedies or answer packages that achieve market place acceptance McAfee’s capacity to handle its progress properly, execute its organization approach, retain high amounts of support and customer satisfaction or sufficiently deal with competitive problems McAfee’s dependence on its senior administration group and other vital personnel McAfee’s capability to greatly enhance and expand its revenue and advertising and marketing abilities McAfee’s ability to catch the attention of and keep highly certified personnel to execute its development approach the hazards related with interruptions or general performance problems of its technological know-how, infrastructure and support vendors McAfee’s dependence on Amazon Web Providers cloud infrastructure products and services the impact of info privateness problems, evolving polices of cloud computing, cross-border facts transfer limitations and other domestic and foreign rules and regulations the influence of volatility in quarterly running results the dangers linked with McAfee’s profits recognition coverage and other aspects might distort its financial outcomes in any given period the consequences on McAfee’s purchaser foundation and small business if we are unable to increase its brand price-effectively McAfee’s capacity to comply with anti-corruption, anti-bribery and equivalent guidelines McAfee’s capacity to comply with governmental export and import controls and economic sanctions rules the possible adverse affect of lawful proceedings McAfee’s capability to determine suited acquisition targets or otherwise productively apply its development technique the affect of a change in McAfee’s pricing product McAfee’s potential to meet service level commitments under its customer contracts the affect on McAfee’s company and standing if it is unable to offer higher-good quality buyer assistance McAfee’s dependence on strategic associations with 3rd functions the influence of adverse basic and market-unique economic and market problems and reductions in IT and id shelling out McAfee’s dependence on satisfactory investigation and advancement methods and its capacity to properly comprehensive acquisitions McAfee’s reliance on program and providers from other functions the affect of serious or perceived glitches, failures, vulnerabilities or bugs in McAfee’s options McAfee’s potential to shield its proprietary legal rights the impression on McAfee’s business enterprise if we are subject to infringement assert or a declare that outcomes in a significant destruction award the challenges connected with McAfee’s use of open up supply computer software in its methods, answer packages and subscriptions McAfee’s reliance on SaaS suppliers to run particular capabilities of its enterprise the challenges connected with indemnity provisions in McAfee’s agreements the hazards related with legal responsibility promises if McAfee’s breach its contracts the impression of the failure by McAfee’s clients to pay out it in accordance with the conditions of their agreements the challenges associated with exposure to foreign forex fluctuations the effects of potentially adverse tax repercussions connected with McAfee’s international functions the impact of improvements in tax legal guidelines or regulations the effect of the Tax Act McAfee’s skill to keep its corporate lifestyle McAfee’s skill to acquire and maintain appropriate and helpful inner command above monetary reporting the hazards linked with possessing operations and workers situated in Israel and the affect of catastrophic occasions on McAfee’s enterprise. Provided these factors, as very well as other variables that may possibly have an impact on McAfee’s operating success, you need to not count on ahead-on the lookout statements, assume that previous economic effectiveness will be a trusted indicator of long run efficiency, or use historical developments to anticipate results or developments in future periods. The forward-searching statements incorporated in this press launch and on the connected teleconference simply call relate only to gatherings as of the date hereof. McAfee undertakes no obligation to update or revise any forward-searching assertion as a final result of new info, potential gatherings or if not, other than as usually needed by legislation.

Perspective resource variation on businesswire.com: https://www.businesswire.com/news/property/20210308005291/en/

Contacts

McAfee Investor Speak to:
Eduardo Fleites
[email protected]

McAfee Media Make contact with:
Jaime Le
[email protected]

STG Media Contact:
Gloria Consola
[email protected]