M&A - Gen Digital Inc.

Form Type: S-8 POS

Filing Date: 2025-05-02

Corporate Action: Merger

Type: Update

Accession Number: 000114036125017111

Filing Summary: This document is a Post-Effective Amendment No. 1 to Form S-8 Registration Statement for Gen Digital Inc., filed to correct a clerical error in the number of shares of common stock registered for offer and sale related to the MoneyLion Inc. Amended and Restated Omnibus Incentive Plan. The amendment decreases the number of shares of Gen Digital common stock registered for offer and sale to include up to 3,756,705 shares issuable to holders of certain restricted stock units and performance stock units granted under the Plan, which were converted into restricted stock units due to the merger. Additionally, it registers up to 1,791,205 shares issuable from time to time under the Plan that was assumed in connection with the merger. No additional securities are being registered under this Amendment, and all fees were paid at the time of filing the Original S-8.

Form Type: 8-K

Filing Date: 2025-04-17

Corporate Action: Merger

Type: New

Accession Number: 000114036125014313

Filing Summary: On April 17, 2025, Gen Digital Inc. completed a merger with MoneyLion Inc., as specified in the Agreement and Plan of Merger dated December 10, 2024. In this merger, Gen Digital's subsidiary, Maverick Group Holdings, Inc., merged with MoneyLion, with MoneyLion becoming a wholly owned subsidiary of Gen Digital. Each outstanding share of MoneyLion's Class A common stock formed part of the merger consideration, equating to cash payment of $82.00 plus one contingent value right (CVR) from Gen Digital. The document details the effects of this merger on equity awards and stock conversion, describing how various stock options and vested/unvested equity instruments were handled post-merger. Furthermore, Gen Digital entered into a CVR Agreement that outlines the terms regarding CVRs, potentially allowing shareholders to receive additional shares, conditional upon certain performance metrics. Additionally, a $750 million Incremental Term B Loan was secured to fund part of the merger's cash consideration, with specific terms regarding repayment and interest rates defined in the accompanying credit agreement amendments.

Form Type: S-8

Filing Date: 2025-04-17

Corporate Action: Merger

Type: New

Accession Number: 000114036125014310

Filing Summary: On April 17, 2025, Gen Digital Inc. completed a merger with MoneyLion Inc. as per the Agreement and Plan of Merger dated December 10, 2024. As a result, MoneyLion became a wholly owned subsidiary of Gen Digital. This Registration Statement on Form S-8 registers the offer and sale of up to 3,820,247 shares of common stock of Gen Digital issuable to holders of certain restricted stock units and performance stock units granted under the MoneyLion Inc. Amended and Restated Omnibus Incentive Plan, converted into restricted stock unit awards in connection with the merger. An additional 1,821,502 shares of common stock are issuable under the plan, which was assumed by Gen Digital as part of the merger. The merger resulted in changes to the awards of restricted stock units and performance stock units of MoneyLion, converting them into awards with respect to Gen Digital's common stock. The document includes details about the number of shares affected, the adjustment of shares due to anti-dilution provisions, and terms for the awards including vesting conditions for certain directors.

Form Type: 8-A12B

Filing Date: 2025-04-16

Corporate Action: Merger

Type: New

Accession Number: 000114036125014171

Filing Summary: Gen Digital Inc. has filed Form 8-A12B to register certain classes of securities as part of the ongoing merger process with MoneyLion Inc. The merger agreement, initially dated December 10, 2024, outlines that Gen Digital's wholly owned subsidiary, Maverick Group Holdings, Inc., will merge with MoneyLion, with MoneyLion becoming a wholly owned subsidiary of Gen Digital. Upon completion of the merger, a Contingent Value Rights Agreement will be executed between Gen Digital and Computershare, which will govern the contingent value rights to be issued as part of the merger consideration.

Form Type: S-4/A

Filing Date: 2025-03-04

Corporate Action: Merger

Type: Update

Accession Number: 000114036125006965

Filing Summary: This document serves as Amendment No. 2 to Gen Digital Inc.'s Form S-4 Registration Statement, focusing on the merger agreement between Gen Digital Inc., Maverick Group Holdings, Inc., and MoneyLion Inc., which is dated December 10, 2024. The filing reiterates that the registration statement includes vital exhibits and an amended restated certificate of incorporation, alongside various consents from legal and accounting firms. It specifies that the offer will commence once the registration statement becomes effective, outlining compliance under the Securities Act of 1933. The amendment is primarily for exhibits-only, meaning other parts of the registration statement remain unchanged, and it also includes details regarding the legalities of the securities and agreements surrounding the transaction.

Form Type: S-4/A

Filing Date: 2025-03-03

Corporate Action: Merger

Type: Update

Accession Number: 000114036125006790

Filing Summary: Gen Digital Inc. filed an amendment to its registration statement regarding a merger with MoneyLion Inc. MoneyLion will merge with a wholly-owned subsidiary of Gen Digital, with MoneyLion becoming a wholly-owned subsidiary of Gen Digital upon completion. The merger agreement was signed on December 10, 2024. MoneyLion stockholders will receive $82.00 in cash and a contingent value right (CVR) that could yield an additional one-time payment upon realization, to be settled in shares of Gen Digital based on an assumed price of $30.48 per share. Voting on the merger agreement requires a majority from MoneyLion stockholders. A special meeting is scheduled for April 10, 2025, to vote on the adoption of the merger agreement and the adjournment proposal if necessary. MoneyLion's board has unanimously recommended the merger, believing it to be advantageous to stockholders.

Form Type: S-4

Filing Date: 2025-02-03

Corporate Action: Merger

Type: New

Accession Number: 000114036125002752

Filing Summary: Gen Digital Inc. is proposing a merger with MoneyLion Inc., whereby MoneyLion will become a wholly-owned subsidiary of Gen Digital. The merger agreement was entered into on December 10, 2024. Upon completion, MoneyLion stockholders will receive $82.00 in cash for each share of MoneyLion common stock, along with one contingent value right (CVR) potentially valued at $23.00, payable in Gen Digital common stock. The merger requires approval from MoneyLion stockholders at a special meeting, where they will vote to adopt the merger agreement. A majority of shareholders must approve the adoption for the merger to proceed. This document serves as a proxy statement for MoneyLion and a prospectus for Gen Digital regarding the CVRs to be issued during the merger. The merger will result in MoneyLion's common stock being delisted from the New York Stock Exchange and its deregistration under the Securities Exchange Act, meaning it will no longer be a publicly traded corporation. Key voting considerations include the adoption of the merger agreement and potential adjournments for additional voting if necessary. The board of directors of MoneyLion recommends stockholders vote in favor of the merger agreement.