01—Abstract
Summary
Summary of the 8-K filed March 11, 2025. Cited figures are marked; the original filing is the authoritative source.
VeriSign, Inc. filed this Current Report on Form 8-K to disclose the terms of a registered offering of $500 milliona aggregate principal amount of its 5.250% Senior Notes due 2032.
The Company entered into an underwriting agreement dated March 4, 2025 with J.P. Morgan Securities LLC, BofA Securities, Inc. and U.S. Bancorp Investments, Inc., and the offering is expected to close on March 11, 2025. The offering was made under a Form S-3 registration statement and a prospectus supplement dated March 4, 2025.
The Company expects net proceeds of approximately $493.3 millionb after underwriters' discounts and estimated offering expenses. It intends to use these proceeds, together with cash on hand, to repay its $500 million 5.250% Senior Notes due 2025 at maturity on April 1, 2025. The filing therefore describes a refinancing of maturing debt rather than new borrowing for other purposes.
The notes will be issued under a base indenture dated June 8, 2021 with U.S. Bank Trust Company, National Association, as trustee, as supplemented by a Second Supplemental Indenture to be dated March 11, 2025. The filing includes the underwriting agreement, the form of supplemental indenture, the form of global note, and a legal opinion from Gibson, Dunn & Crutcher LLP as exhibits.
02—Key points
Key Highlights
- Offering of $500 million aggregate principal amount of 5.250% Senior Notes due 2032, underwritten by J.P. Morgan Securities LLC, BofA Securities, Inc. and U.S. Bancorp Investments, Inc.
- Underwriting agreement dated March 4, 2025; the prospectus supplement was dated March 4, 2025 and filed under Rule 424(b) on March 6, 2025
- Expected net proceeds of approximately $493.3 million after underwriters' discounts and estimated offering expenses
- Proceeds, together with cash on hand, are intended to repay the $500 million 5.250% Senior Notes due 2025 at maturity on April 1, 2025
- Offering is expected to close on March 11, 2025 and was registered under Form S-3 (Registration No. 333-285483)
- Notes will be issued under a base indenture dated June 8, 2021 with U.S. Bank Trust Company, National Association, as trustee, supplemented by a Second Supplemental Indenture
- Gibson, Dunn & Crutcher LLP provided a legal opinion on the offering, filed as Exhibit 5.1
03—Questions
Frequently Asked Questions
How much capital is VeriSign raising in this offering?
The Company is offering $500 million aggregate principal amount of 5.250% Senior Notes due 2032. It expects net proceeds of approximately $493.3 million after underwriters' discounts and estimated offering expenses.
What will the proceeds be used for?
The Company intends to use the net proceeds, together with cash on hand, to repay its $500 million 5.250% Senior Notes due 2025 upon their maturity on April 1, 2025.
Who are the underwriters and when is the offering expected to close?
The underwriters are J.P. Morgan Securities LLC, BofA Securities, Inc. and U.S. Bancorp Investments, Inc., under an underwriting agreement dated March 4, 2025. The offering is expected to close on March 11, 2025.
Under what terms and documents will the notes be issued?
The notes will be issued under a base indenture dated June 8, 2021 between the Company and U.S. Bank Trust Company, National Association, as trustee, as supplemented by a Second Supplemental Indenture to be dated March 11, 2025. The notes will be represented by a global security.
Was the offering registered with the SEC?
Yes. The offering was registered under the Securities Act of 1933 pursuant to a Form S-3 registration statement (Registration No. 333-285483), and a prospectus supplement dated March 4, 2025 was filed under Rule 424(b) on March 6, 2025.
04—Continue