Gen Digital Inc. · NASDAQ:GEN
Gen Digital — NortonLifeLock — Debt Investor Presentation (January 2022)
54 slides from Gen Digital's debt investor presentation, Jan 12, 2022
Slide 1: Lender Presentation January 13, 2022
Copyright © 2022NortonLifeLock + Avast. All rights reserved. + Copyright © 2022NortonLifeLock + Avast. All rights reserved. LENDER PRESENTATION January 13, 2022
Slide 2: Forward-Looking Statements
Copyright © 2022NortonLifeLock + Avast. All rights reserved. Forward-Looking Statements This presentation contains certain forward-looking statements with respect to NortonLifeLock and Avast. These forward-looking statements can be identified by the fact that they do not relate only to historical or
Slide 3: No Offer or Solicitation
Copyright © 2022NortonLifeLock + Avast. All rights reserved. No Offer or Solicitation This presentation is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or the solicitation of an offer to subscribe for or an invitation to subscrib
Slide 4: Notice to U.S. Investors in Avast
Copyright © 2022NortonLifeLock + Avast. All rights reserved. Notice to U.S. Investors in Avast The transaction relates to the acquisition of the securities of an English company, and is expected to be implemented pursuant to a scheme of arrangement under English law. A transaction implemented by mea
Slide 5: No Profit Forecasts or Estimates
Copyright © 2022NortonLifeLock + Avast. All rights reserved. No Profit Forecasts or Estimates The NortonLifeLock Profit Forecast (see below) is a profit forecast for the purposes of Rule 28 of the UK’s City Code on Takeovers and Mergers (the “Code”). Other than the NortonLifeLock Profit Forecast, no
Slide 6: Quantified Financial Benefits Statement
Copyright © 2022NortonLifeLock + Avast. All rights reserved. Quantified Financial Benefits Statement This presentation contains statements of estimated cost savings and synergies arising from the Merger (together, the “Quantified Financial Benefits Statement”). A copy of the Quantified Financial Ben
Slide 7: Bases of belief and principal assumptions
Copyright © 2022NortonLifeLock + Avast. All rights reserved. Bases of belief and principal assumptions In preparing the Quantified Financial Benefits Statement, a synergy working group comprising senior strategy, operations, technical, sales and financial personnel from NortonLifeLock (the “Working
Slide 8: Reports
Copyright © 2022NortonLifeLock + Avast. All rights reserved. Reports As required by Rule 28.1(a) of the Code, Deloitte, as reporting accountants to NortonLifeLock, and Evercore, as financial adviser to NortonLifeLock, have provided the reports required under the Code. Copies of those reports were se
Slide 9: Revenue Statements
Copyright © 2022NortonLifeLock + Avast. All rights reserved. Revenue Statements In addition to the NortonLifeLock Profit Forecast (see below), the earnings slides and press release covering NortonLifeLock’s unaudited results for its second financial quarter ended October 1, 2021, which were publishe
Slide 10: Assumptions
Copyright © 2022NortonLifeLock + Avast. All rights reserved. Assumptions The NortonLifeLock Profit Forecast is based on certain assumptions (including those listed below). Factors outside the influence or control of the NortonLifeLock Directors • There will be no material changes to existing prevail
Slide 11: Today's Presenters
Copyright © 2022NortonLifeLock + Avast. All rights reserved. Copyright © 2022NortonLifeLock + Avast. All rights reserved. Today’s Presenters Natalie Derse CFO Vincent Pilette CEO 10
Slide 12: Agenda
Copyright © 2022NortonLifeLock + Avast. All rights reserved. Agenda Transaction Overview I Acquisition Rationale III NortonLifeLock Overview IV Avast Overview V Financial Overview VI 11 Business Update II
Slide 13: Transaction Overview
Copyright © 2022NortonLifeLock + Avast. All rights reserved. + Transaction Overview 12
Slide 14: Transaction overview: purchase of Avast plc
. On August 10th, 2021, NortonLifeLock Inc. (“NortonLifeLock” or the “Company”) announced a definitive agreement to purchase Avast plc for a mix of cash and stock, with alternative consideration elections available to Avast shareholders (the “Merger”) .. In the Majority Cash Bookend, the considerati
Slide 15: Avast + NortonLifeLock Merger Sources & Uses, Pro Forma Capitalization
14 Avast + NortonLifeLock Merger Sources & Uses Pro Forma Capitalization .. Refinancing of the 2022 maturities is not contemplated in the Merger sources and uses .. NortonLifeLock has sufficient liquidity, including $1.5 billion of undrawn revolver, to backstop the refinancing of or repay the $400 m
Slide 16: Avast + NortonLifeLock Term Loan B
15 Avast + NortonLifeLock Term Loan B Borrower NortonLifeLock, Inc. Guarantors Each existing and wholly-owned restricted subsidiary of the Borrower organized in the United States, other than Excluded Subsidiaries Security First priority security interest in substantially all tangible and intangible
Slide 17: Avast + NortonLifeLock Term Loan A
16 Avast + NortonLifeLock Term Loan A Borrower NortonLifeLock, Inc. Guarantors Each existing and wholly-owned restricted subsidiary of the Borrower organized in the United States, other than Excluded Subsidiaries Security First priority security interest in substantially all tangible and intangible
Slide 18: Transaction Timeline
17 Avast + NortonLifeLock Transaction Timeline January 13th Lender Call (2pm ET / 11am PT) January 27th Commitments due from Lenders (12pm ET / 9am PT) Mid-Calendar Year 2022 Close of Merger, fund Term Loan A & Term Loan B January 2022 Su M Tu W Th F Sa 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 1
Slide 19: Business Update
Copyright © 2022NortonLifeLock + Avast. All rights reserved. + Business Update 18
Slide 20: NortonLifeLock Update – H1 FY22 Business Highlights
Copyright © 2022NortonLifeLock + Avast. All rights reserved. 19 NortonLifeLock Update – H1 FY22 Business Highlights Source: Company filings. Note: Dollars in USD millions. All numbers presented are non-GAAP unless otherwise indicated. Amounts may not add due to rounding. See appendix for reconciliat
Slide 21: Avast Update – Recent Business Highlights
Copyright © 2022NortonLifeLock + Avast. All rights reserved. 20 Avast Update – Recent Business Highlights Source: Company filings. Note: Dollars in USD millions. H1 period represents the first two quarters of the fiscal year and ends on June 30. Avast’s fiscal year is the calendar year. 1) Organic g
Slide 22: Acquisition Rationale
Copyright © 2022NortonLifeLock + Avast. All rights reserved. + Acquisition Rationale 21
Slide 23: Brought Together with a Common Vision
Copyright © 2022NortonLifeLock + Avast. All rights reserved. Brought Together with a Common Vision NortonLifeLock’s Vision is to protect and empower people to live their digital lives safely Avast’s Vision is empowering digital citizens for safer online experiences Empowering Digital Freedom for Ev
Slide 24: Compelling Strategic & Financial Rationale
Copyright © 2022NortonLifeLock + Avast. All rights reserved. Compelling Strategic & Financial Rationale + Accelerates our transformation of consumer Cyber Safety with over 500 million users Combines Avast’s strength in privacy and NortonLifeLock’s strength in identity, creating a broad and complemen
Slide 25: Cyber Safety still significantly underpenetrated
Copyright © 2022NortonLifeLock + Avast. All rights reserved. Cyber Safety still significantly underpenetrated CORE CYBER SAFETY & ADJACENT TRUST- BASED SOLUTIONS Source: IDC, Gartner, Javelin Strategy & Research, GlobalInfoResearch, Maia Research, Statista, public company filings, NortonLifeLock Est
Slide 26: The Problem: Cyber Criminality
Copyright © 2022NortonLifeLock + Avast. All rights reserved. • Increase in threats and attacks, which have become extremely sophisticated • More targeted, more complex and faster • Identity records and confidential personal information sold in underground markets • A $6 trillion problem, touching ma
Slide 27: A Differentiated Approach
Copyright © 2022NortonLifeLock + Avast. All rights reserved. A Differentiated Approach GIGA-SCALE ENDPOINT VISIBILITY Visibility on threat and behavioral trajectories across 500 million+ endpoints and networks NEXT-GEN INSIGHT AI-based enrichment and best-in-class analytics of multi-factor, large-sc
Slide 28: Comprehensive Offering in Consumer Cyber Safety
Copyright © 2022NortonLifeLock + Avast. All rights reserved. Avast + NortonLifeLock Comprehensive Offering in Consumer Cyber Safety Identity Privacy Security INDIVIDUALS & FAMILIES Identity Protection Performance & Utility Privacy & Access Connected Home Device Security Restoration & Insurance 27 Fa
Slide 29: Combined Customer Universe
Copyright © 2022NortonLifeLock + Avast. All rights reserved. Combined Customer Universe 5 billion Global Internet Users TOTAL USERS DIRECT CUSTOMERS TOTAL USERS 500M+ ~40M DIRECT CUSTOMERS Avast + NortonLifeLock Avast + NortonLifeLock 28 Copyright © 2022NortonLifeLock + Avast. All rights reserved.
Slide 30: Significant Cost Synergies Opportunity
Copyright © 2022NortonLifeLock + Avast. All rights reserved. Copyright © 2022NortonLifeLock + Avast. All rights reserved. Avast + NortonLifeLock Significant Cost Synergies Opportunity Estimated phasing of gross cost synergies1: On run-rate basis ~60% achieved by end of year 1 and 100% achieved by en
Slide 31: Enhance Customer Experience & Retention
Copyright © 2022NortonLifeLock + Avast. All rights reserved. Enhance Customer Experience & Retention Localized experiences & customer service differentiation Solidifying our foundation for driving double-digit revenue growth in the long-term Broader Global Reach Larger global user base & geographic
Slide 32: NortonLifeLock Overview
Copyright © 2022NortonLifeLock + Avast. All rights reserved. NortonLifeLock Overview 31
Slide 33: Our vision is to protect and empower people
Copyright © 2022NortonLifeLock + Avast. All rights reserved. Our vision is to protect and empower peopleto live their digital lives safely. Fiscal 2022Q2 Total Users ~80M Direct Customers 23M+ 32 Copyright © 2022NortonLifeLock + Avast. All rights reserved.
Slide 34: Strong brand awareness
Copyright © 2022NortonLifeLock + Avast. All rights reserved. Copyright © 2022NortonLifeLock + Avast. All rights reserved. Strong brand awareness 89% Norton global aidedawareness Global consumer Cyber Safety brand #1 63% Norton brand trust Metric (U.S.) Trusted brand Source: 2020 NortonLifeLock brand
Slide 35: NortonLifeLock at a Glance
Copyright © 2022NortonLifeLock + Avast. All rights reserved. NortonLifeLock at a Glance (2) ~80M+ Total Customers 23M+ Direct Customers 85% Annual Retention Rate $8.85 Direct Monthly ARPU ~2,700+ Employees globally Summary Financials(3) We are a global leader in consumer Cyber Safety SECURITY Protec
Slide 36: We Have Achieved Our Stated Commitments Ahead of Plan
Copyright © 2022NortonLifeLock + Avast. All rights reserved. We Have Achieved Our Stated Commitments Ahead of Plan Note:All numberspresentedare non-GAAPunlessotherwise indicated.Unlessotherwisestated, results presentedare continuing operationsandexcludesenterprisededicatedrevenuesand costs. Revenue
Slide 37: Avast Overview
Copyright © 2022NortonLifeLock + Avast. All rights reserved. Avast Overview 36
Slide 38: Avast's Journey
Copyright © 2022NortonLifeLock + Avast. All rights reserved. Avast’s Journey – One of the Leading Consumer Security Companies Globally Future CTO Ondrej Vlcek joins Avast Avast enters utilities market The start Pavel Baudiš and Eduard Kučera help establish the burgeoning antivirus market 2008 2009 2
Slide 39: Avast Offers a Broad Set of Solutions
Copyright © 2022NortonLifeLock + Avast. All rights reserved. Avast Offers a Broad Set of Solutions Consumer Direct Consumer Indirect SMB NEXT-GEN ANTIVIRUS UTILITIES VPN ADVERTISING AND DISTRIBUTION ENDPOINT PROTECTION SOLUTIONS Secures your digital life and activities Clean your devices for optimal
Slide 40: The Avast Direct Sales Model Advantage
Copyright © 2022NortonLifeLock + Avast. All rights reserved. The Avast Direct Sales Model Advantage FREE to PAID Antivirus promoted through targeted sales, marketing and word of mouth ~5% Paid ~95% Free Continued Cross-Sell $$$ 13M+ Desktop customers 39
Slide 41: Financial Overview
Copyright © 2022NortonLifeLock + Avast. All rights reserved. + Financial Overview 40
Slide 42: NortonLifeLock Standalone Historical Financials
Copyright © 2022NortonLifeLock + Avast. All rights reserved. $207 $89 $6 $5 FY19A FY20A FY21A LTM 41 NortonLifeLock Standalone Historical Financials Source: Company filings. Note: As of Q2 FY22. Results presented are continuing operations and excludes enterprise dedicated revenues and costs. Periods
Slide 43: NortonLifeLock – KPIs
Copyright © 2022NortonLifeLock + Avast. All rights reserved. 42 NortonLifeLock – KPIs Notes: Periods FY21 and FY22 end April 2, 2021 and April 1, 2022 respectively. 1. Bookings are defined as customer orders received that are expected to generate net revenues in the future. Bookings growth is normal
Slide 44: Avast Historical Financials
Copyright © 2022NortonLifeLock + Avast. All rights reserved. 43 Notes: Avast’s fiscal year is the calendar year. 1. Adjusted Revenue represents Avast Group’s revenue adjusted for the Deferred Revenue Haircut Reversal and the Gross-Up Adjustment. Avast Group considers Adjusted Revenue as an appropria
Slide 45: Avast – KPIs
Copyright © 2022NortonLifeLock + Avast. All rights reserved. Avast – KPIs Notes: Avast’s fiscal year is the calendar year. 1. Organic growth rate excludes the impact of foreign exchange rates, acquisitions, business disposals, and Discontinued Business. It excludes current period billings and revenu
Slide 46: Reaffirming Long-Term Objective of ~$3 EPS
Copyright © 2022NortonLifeLock + Avast. All rights reserved. From NortonLifeLock's Investor Day in May 2021 Avast + NortonLifeLock Reaffirming Long-Term Objective of ~$3 EPS $1.44 ~$3 3-5 yrs FY21 Bridge to Double EPS: "M&A is an accelerator" Combined Company Profile Based on latest reported full ye
Slide 47: Long-Term Capital Allocation
Copyright © 2022NortonLifeLock + Avast. All rights reserved. • Return 100% of FCF (excl. M&A) over the long-term • Maintain current quarterly dividend of $0.125 per share • Increasing current share repurchase program of ~$1.8B to up to ~$4.8B depending on Avast shareholders' elections ~$1.5B Annual
Slide 48: Leverage and Liquidity
Copyright © 2022NortonLifeLock + Avast. All rights reserved. Leverage .. NortonLifeLock expects rapid deleveraging on a combined basis post-Closing of the Merger .. The Combined Company expects strong free cash flow generation to support net leverage of approximately 2.0x to 3.0x over the long-term,
Slide 49: Appendix
Copyright © 2022NortonLifeLock + Avast. All rights reserved. + Appendix 48
Slide 50: Significant Long-Term Value Creation: Bookends of Aggregate Transaction Values
Significant Long-Term Value Creation Bookends of Aggregate Transaction Values . Subject to elections made by Avast shareholders, the range of possible transaction outcomes are bound by two bookends .. Avast Directors, including Founders, representing ~36% of Avast shares outstanding, elect the Major
Slide 51: NortonLifeLock - Reconciliation of Reported EBITDA and Free Cash Flow
Copyright ©2022 NortonLifeLock + Avast. All rights reserved. Source: Company filings. Note: Dollars in USD millions. H1 represents the first two quarters of the fiscal year and ends on October 2, 2020 and October 1, 2021 for FY21 and FY22 respectively. Periods FY20 and FY21 ended April 3, 2020 and A
Slide 52: Avast - Reconciliation of Billings, Adjusted Revenue and Adjusted EBITDA
Avast - Reconciliation of Billings, Adjusted Revenue and Adjusted EBITDA 51 Avast reported Q3 2020 and Q3 2021 Adjusted EBITDA of $126 million and $127 million, respectively implying an LTM September 30, 2021 EBITDA of $525 million FY18 FY19 FY20 H1 FY20 H1 FY21 LTM Q2'21 Revenue $808 $871 $893 $433
Slide 53: Avast - Reconciliation of CFO to Levered Free Cash Flow
Copyright ©2022 NortonLifeLock + Avast. All rights reserved. Avast - Reconciliation of CFO to Levered Free Cash Flow 52 FY18 FY19 FY20 H1 FY20 H1 FY21 LTM Q2'21 Net cash flows from operating activities $376 $399 $457 $226 $257 $488 Adjustments: FX gains/losses and other non-cash items 13 6 (2) 1 2 (
Slide 54: +
Copyright © 2022NortonLifeLock + Avast. All rights reserved. +
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