Symantec and The Carlyle Group Amend Terms of Veritas Purchase Agreement

Symantec Corp. and The Carlyle Group have amended the purchase agreement for Carlyle’s acquisition of Symantec’s Veritas information management business.

Under the amended terms, the purchase price will be $7.4 billion. Symantec and Carlyle also agreed to increase the amount of offshore cash remaining in Veritas from $200 million to $400 million, which will result in a net consideration to Symantec of $7 billion. This consideration will consist of $6.6 billion in cash and a $400 million equity interest in Veritas. Upon closing of the transaction, Symantec expects to receive approximately $5.3 billion in after-tax cash proceeds and the equity interest in Veritas compared to $6.3 billion after-tax proceeds under the prior purchase agreement.

Symantec and Carlyle entered into the amended terms after uncertainties developed regarding the transaction. Both Symantec and Carlyle believe that all key conditions to closing have been satisfied and intend to close the transaction on January 29, 2016.

Michael A. Brown, Symantec president and CEO, said: “In a difficult environment, we can move forward with a high degree of certainty around closing a transaction that represents attractive value for shareholders. In addition, this transaction will allow Symantec to further focus and accelerate its strategy as the world’s leading cybersecurity company.”

Peter Clare, Carlyle MD and co-Head of US buyouts, said: “Carlyle remains excited about the long-term value creation opportunity at Veritas and looks forward to closing the acquisition on January 29th.”

J.P. Morgan Securities LLC is serving as financial advisor to Symantec and Fenwick & West LLP is serving as legal counsel to Symantec. Alston & Bird LLP and Latham & Watkins LLP are serving as legal counsel to Carlyle.