Verisign Extends Registered Exchange Offer for Its 4.750% Senior Notes Due 2027
VeriSign, Inc. (“Verisign”) (NASDAQ: VRSN) today announced the extension of its offer to exchange all of its outstanding 4.750% Senior Notes due July 15, 2027 (the “Original Notes”), which are not registered under the Securities Act of 1933, as amended (the “Act”), for an equal principal amount of its 4.750% Senior Notes due July 15, 2027, which have been registered under the Act (the “Exchange Notes”). The exchange offer, which was scheduled to expire at 5:00 p.m., New York City time, on September 14, 2017, has been extended until 5:00 p.m., New York City time, on September 19, 2017, unless further extended by the Company.
Based on information provided by U.S. Bank National Association, the exchange agent for the exchange offer, as of September 14, 2017, at 5:00 p.m., $549,984,000 aggregate principal amount of the outstanding Original Notes had been validly tendered for exchange and not validly withdrawn, representing approximately 99.997% of the outstanding Original Notes.
The Exchange Notes are substantially identical to the Original Notes, except that the Exchange Notes have been registered under the Act and will not bear any legend restricting their transfer.
Verisign will accept for exchange any Original Notes validly tendered and not withdrawn prior to the expiration of the exchange offer at 5:00 p.m., New York City time on September 19, 2017, unless the exchange offer is extended or terminated.
The terms of the exchange offer and other information relating to Verisign are set forth in a prospectus dated August 16, 2017. A written prospectus providing the terms of the exchange offer may be obtained from U.S. Bank National Association, which is serving as the exchange agent for the exchange offer. U.S. Bank National Association can be contacted at:
U.S. Bank National Association
Global Corporate Trust Services
Attn: Specialized Finance
111 Fillmore Ave. East
St. Paul, MN 55107
Attn: Specialized Finance
Telephone: 1 (800) 936-6802
This announcement does not constitute an offer to purchase any securities or the solicitation of an offer to sell any securities. The exchange offer is being made only pursuant to the prospectus dated August 16, 2017 and the related letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law.
Verisign, a global leader in domain names and internet security, enables internet navigation for many of the world’s most recognized domain names and provides protection for websites and enterprises around the world. Verisign ensures the security, stability and resiliency of key internet infrastructure and services, including the .com and .net domains and two of the internet’s root servers, as well as performs the root zone maintainer function for the core of the internet’s Domain Name System (DNS). Verisign’s Security Services include Distributed Denial of Service Protection and Managed DNS.
Statements in this announcement other than historical data and information constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended and Section 21E of the Securities Exchange Act of 1934 as amended. These statements involve risks and uncertainties that could cause our actual results to differ materially from those stated or implied by such forward-looking statements. The potential risks and uncertainties include, among others, whether the U.S. Department of Commerce will approve any exercise by us of our right to increase the price per .com domain name, under certain circumstances, the uncertainty of whether we will be able to demonstrate to the U.S. Department of Commerce that market conditions warrant removal of the pricing restrictions on .com domain names and the uncertainty of whether we will experience other negative changes to our pricing terms; the failure to renew key agreements on similar terms, or at all; new or existing governmental laws and regulations in the U.S. or other applicable foreign jurisdictions; system interruptions, security breaches, attacks on the internet by hackers, viruses, or intentional acts of vandalism; the uncertainty of the impact of changes to the multi-stakeholder model of internet governance; changes in internet practices and behavior and the adoption of substitute technologies; the success or failure of the evolution of our markets; the operational and other risks from the introduction of new gTLDs by ICANN and our provision of back-end registry services; the highly competitive business environment in which we operate; whether we can maintain strong relationships with registrars and their resellers to maintain their marketing focus on our products and services; challenging global economic conditions; economic, legal and political risk associated with our international operations; our ability to protect and enforce our rights to our intellectual property and ensure that we do not infringe on others’ intellectual property; the outcome of legal or other challenges resulting from our activities or the activities of registrars or registrants, or litigation generally; the impact of our new strategic initiatives, including our IDN gTLDs; whether we can retain and motivate our senior management and key employees; the impact of unfavorable tax rules and regulations; and our ability to continue to reinvest offshore our foreign earnings. More information about potential factors that could affect our business and financial results is included in our filings with the SEC, including in our Annual Report on Form 10-K for the year ended Dec. 31, 2016, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Verisign undertakes no obligation to update any of the forward-looking statements after the date of this announcement.
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