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. completed a registered offering on March 11, 2025 of $500 milliona aggregate principal amount of its 5.250% Senior Notes due 2032.
The offering was made under a Form S-3 registration statement (Registration No. 333-285483) and a prospectus supplement dated March 4, 2025, filed under Rule 424(b) on March 6, 2025. The Notes were 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 dated March 11, 2025. The Notes accrue interest at 5.250%b per annum and mature on June 1, 2032, with semi-annual interest payable June 1 and December 1, beginning June 1, 2025.
They are senior unsecured obligations that rank equally with the company's other senior indebtedness and senior to any future indebtedness expressly subordinated to them. The indenture contains covenants restricting liens, sale and leaseback transactions, and mergers or sales of all or substantially all assets, subject to certain exceptions. Upon a change of control repurchase event, the company must offer to repurchase the Notes at 101%c of principal plus accrued and unpaid interest.
The company may redeem the Notes before April 1, 2032 at a make-whole premium described in the indenture, and on or after April 1, 2032 at 100%d of principal plus accrued and unpaid interest. The indenture also includes customary events of default, including payment defaults and certain bankruptcy, insolvency, or reorganization events.
02—Key points
Key Highlights
- Issued $500 million aggregate principal amount of 5.250% Senior Notes due June 1, 2032 in a registered offering completed March 11, 2025.
- Notes are senior unsecured obligations, ranking equally with all other senior indebtedness of VeriSign, Inc.
- Interest is payable semi-annually on June 1 and December 1, starting June 1, 2025.
- Indenture includes covenants restricting liens, sale and leaseback transactions, and mergers or sales of substantially all assets, subject to exceptions.
- Change of control repurchase event requires an offer to repurchase at 101% of principal plus accrued and unpaid interest.
- Optional redemption available before April 1, 2032 at a make-whole premium, and on or after April 1, 2032 at 100% of principal plus accrued interest.
- Issued under Form S-3 registration statement No. 333-285483 and a prospectus supplement dated March 4, 2025.
03—Questions
Frequently Asked Questions
How much debt did VeriSign issue and what is its cost?
VeriSign issued $500 million aggregate principal amount of 5.250% Senior Notes due 2032, with interest accruing at 5.250% per annum.
When do the Notes mature and when are interest payments made?
The Notes mature on June 1, 2032, unless redeemed or repurchased earlier. Interest is paid semi-annually in cash on June 1 and December 1, beginning June 1, 2025.
How do the Notes rank relative to other VeriSign debt?
The Notes are senior unsecured obligations that rank equally in right of payment with all other senior indebtedness and senior to all future indebtedness expressly subordinated to them.
What protections do noteholders have if control of VeriSign changes?
Upon a change of control repurchase event, VeriSign must offer to repurchase the Notes at 101% of their principal amount, plus accrued and unpaid interest.
Can VeriSign redeem the Notes early?
Yes. Before April 1, 2032, VeriSign may redeem some or all of the Notes at a make-whole premium described in the indenture. On or after April 1, 2032, it may redeem them at 100% of principal plus accrued and unpaid interest.
04—Continue