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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to McAfee Corp - Class A
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| March 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39651 McAfee Corp. (Exact name of registrant as specified in its charter |
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| March 11, 2022 |
MCFE / McAfee Corp / GIC Private Ltd - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) * McAfee Corp. (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 579063108 (CUSIP Number) March 1, 2022 (Date of the Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua |
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| March 2, 2022 |
As filed with the Securities and Exchange Commission on March 2, 2022 As filed with the Securities and Exchange Commission on March 2, 2022 Registration No. |
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| March 1, 2022 |
Investor Group Led by Advent International and Permira Completes Acquisition of McAfee Exhibit 99.1 Investor Group Led by Advent International and Permira Completes Acquisition of McAfee ? The transaction is valued at over $14 billion ? Investor Group comprised of Advent, Permira, Crosspoint Capital, CPP Investments, GIC and ADIA SAN JOSE, Calif. ? March 1, 2022 ? McAfee Corp. (NASDAQ:MCFE, ?McAfee?), a global leader in online protection, today announced the completion of its acquis |
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| March 1, 2022 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 1, 2022 McAfee Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39651 84-2467341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer |
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| March 1, 2022 |
Amended and Restated Bylaws of McAfee Corp. Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF MCAFEE CORP. (a Delaware corporation) ARTICLE I Offices SECTION 1. Registered Office. The registered office of the Corporation within the State of Delaware shall be The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. SECTION 2. Other Offices. The Corporation may also have an of |
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| February 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 24, 2022 McAfee Corp. (Exact name of registrant as specified in its charter) Delaware 001-39651 84-2467341 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| February 23, 2022 |
List of subsidiaries of McAfee Corp. Exhibit 21.1 MCAFEE CORP. SUBSIDIARIES(1) Subsidiary of the Registrant State or Other Jurisdiction of Incorporation McAfee Security Australia Pty Ltd Victoria, Australia McAfee Software (India) Private Limited Karnataka, India McAfee Ireland Limited Dublin, Ireland McAfee Co., Ltd. Tokyo, Japan McAfee Netherlands B.V. Amsterdam, Netherlands McAfee (Singapore) Pte. Ltd. Singapore, Singapore McAfee |
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| February 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 22, 2022 McAfee Corp. (Exact name of registrant as specified in its charter) Delaware 001-39651 84-2467341 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| February 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 25, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39651 McAfee Corp. (E |
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| February 11, 2022 |
MCFE / McAfee Corp / THOMA BRAVO UGP, LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* McAfee Corp. (Name of Issuer) Class A Common Stock, $0.001 par value (Titles of Class of Securities) 579063108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs |
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| February 11, 2022 |
MCFE / McAfee Corp / GIC Private Ltd Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * McAfee Corp. (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 579063108 (CUSIP Number) December 31, 2021 (Date of the Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| February 11, 2022 |
MCFE / McAfee Corp / TPG GP A, LLC - AMENDMENT TO FORM SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 McAfee Corp. (Name of Issuer) Class A Common Stock, $0.001 par value per share (Titles of Class of Securities) 579063108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| February 10, 2022 |
Submission of Matters to a Vote of Security Holders SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 9, 2022 McAfee Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39651 84-2467341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Em |
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| February 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to ? 240. |
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| February 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2022 McAfee Corp. |
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| January 24, 2022 |
Exhibit 99.1 Strong, Diversified Omni-channel Business Model 87% of total bookings is subscription. Renewals account for 63% of total bookings N E W D T C ( 9 % ) McAfee.com Direct OEM Pre-Trial Conversion Other Direct Represents <5% of Total Bookings D I R E C T R E N E W A L S ( 6 3 % ) DTC Renewals I N D I R E C T ( 2 8 % ) Retail / eCommerce Partner-Led bookings balanced across Search Retail / |
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| January 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2022 McAfee Corp. |
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| January 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2022 McAfee Corp. |
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| January 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2022 McAfee Corp. |
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| January 4, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to ? 240. |
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| December 21, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to ? 240. |
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| November 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| November 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| November 9, 2021 |
Exhibit 10.2 Private & Confidential McAfee, LLC 6220 America Center Drive San Jose, CA 95002 September 20, 2021 Gagandeep Singh 1116 Tournament Dr Hillsborough, CA 94010 Dear Gagan, Hello and congratulations! On behalf of McAfee, LLC (?McAfee?), I am thrilled to invite you to join a talented team of passionate people around the globe and to offer you the full-time position of EVP, Chief Product & |
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| November 9, 2021 |
McAfee Employee Stock Purchase Plan Exhibit 10.4 Employee Stock Purchase Plan 1. Purpose. The purpose of the Plan is to provide eligible Employees with a means of acquiring an equity interest in the Company through payroll deductions or other contributions to enhance such Employees? sense of participation in the affairs of the Company. This Plan shall apply to Offering Periods beginning on or after the effective date of the initial |
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| November 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q @ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 25, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39651 McAfee Corp. |
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| November 9, 2021 |
Exhibit 10.1 PURCHASE AND SALE AGREEMENT BETWEEN McAFEE, LLC, AS SELLER AND CAPITAL COMMERCIAL INVESTMENTS, INC., AS PURCHASER Purchase and Sale Agreement ? 5000 Headquarters Drive US 8254809v.5 MCA313/32000 TABLE OF CONTENTS Page No. Article 1 BASIC INFORMATION 1.1 Certain Basic Terms 9 1.2 Closing Costs 10 1.3 Notice Addresses 10 Article 2 PROPERTY 2.1 Property 10 Article 3 EARNEST MONEY 3.1 Dep |
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| November 9, 2021 |
Terry Hicks Separation Agreement Exhibit 10.3 September 27, 2021 VIA E-MAIL Terry Hicks Dear Mr. Hicks: As we have discussed, your employment with McAfee, LLC (the ?Company?) and its affiliates will terminate effective as of October 1, 2021 (the ?Separation Date?). The purpose of this letter (this ?Agreement?) is to confirm the terms concerning your separation from employment, as follows: 1. Separation from Employment. You acknow |
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| November 8, 2021 |
Exhibit 2.1 Confidential Execution Version AGREEMENT AND PLAN OF MERGER dated as of November 5, 2021 among MCAFEE CORP., CONDOR BIDCO, INC., and CONDOR MERGER SUB, INC. TABLE OF CONTENTS PAGE ARTICLE 1 Definitions 2 Section 1.01. Definitions 2 Section 1.02. Other Definitional and Interpretative Provisions 18 ARTICLE 2 The Merger 20 Section 2.01. The Merger 20 Section 2.02. Conversion of Shares; Ex |
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| November 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| November 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2021 McAfee Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39651 84-2467341 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| November 8, 2021 |
Exhibit 2.1 Confidential Execution Version AGREEMENT AND PLAN OF MERGER dated as of November 5, 2021 among MCAFEE CORP., CONDOR BIDCO, INC., and CONDOR MERGER SUB, INC. TABLE OF CONTENTS PAGE ARTICLE 1 Definitions 2 Section 1.01. Definitions 2 Section 1.02. Other Definitional and Interpretative Provisions 18 ARTICLE 2 The Merger 20 Section 2.01. The Merger 20 Section 2.02. Conversion of Shares; Ex |
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| November 8, 2021 |
Exhibit 99.2 Execution Version TAX RECEIVABLE AGREEMENT AND LLC AGREEMENT AMENDMENT This TAX RECEIVABLE AGREEMENT AND LLC AGREEMENT AMENDMENT (this ?Amendment?) is entered into as of November 5, 2021, by and among McAfee Corp., a Delaware corporation (the ?Corporation?, and along with any other members of the U.S. federal income tax affiliated group filing a consolidated federal income tax return |
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| November 8, 2021 |
Exhibit 99.3 McAfee to Be Acquired by an Investor Group for over $14 Billion McAfee shareholders to receive $26.00 per share in cash ? The transaction is valued at over $14 billion ? The purchase price represents a premium of approximately 22.6% over McAfee?s closing share price of $21.21 on November 4, 2021 ? Investor Group comprised of Advent, Permira, Crosspoint Capital, CPP Investments, GIC an |
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| November 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| November 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2021 McAfee Corp. |
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| November 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| November 8, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2021 McAfee Corp. |
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| November 8, 2021 |
TAX RECEIVABLE AGREEMENT AND LLC AGREEMENT AMENDMENT Exhibit 99.2 Execution Version TAX RECEIVABLE AGREEMENT AND LLC AGREEMENT AMENDMENT This TAX RECEIVABLE AGREEMENT AND LLC AGREEMENT AMENDMENT (this ?Amendment?) is entered into as of November 5, 2021, by and among McAfee Corp., a Delaware corporation (the ?Corporation?, and along with any other members of the U.S. federal income tax affiliated group filing a consolidated federal income tax return |
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| November 8, 2021 |
Voting Agreement, dated as of November 5, 2021, by and among Parent and the Stockholders. Exhibit 99.1 EXECUTION VERSION Confidential VOTING AGREEMENT VOTING AGREEMENT, dated as of November 5, 2021 (this ?Voting Agreement?), among Condor BidCo, Inc., a Delaware corporation (?Parent?), and the stockholders of McAfee Corp., a Delaware corporation (the ?Company?), listed on the signature pages hereto (each, a ?Stockholder? and, collectively, the ?Stockholders?). W I T N E S S E T H : WHER |
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| November 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| November 8, 2021 |
Exhibit 99.1 McAfee?s Pure-Play Consumer Business Grows 24% in Q3?21 ? Net Revenue Increased by 24% to $491 Million and Adjusted EBITDA Increased by 43% to $234 Million ? Core Direct to Consumer (?DTC?) Subscribers Increased YoY by 16% to 20.1 Million, Up 640 Thousand QoQ SAN JOSE, CA ? November 8, 2021 ? McAfee Corp. (?McAfee,? or the ?Company?) (NASDAQ: MCFE), a global leader in online protectio |
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| November 8, 2021 |
Press Release dated November 8, 2021. Exhibit 99.3 McAfee to Be Acquired by an Investor Group for over $14 Billion McAfee shareholders to receive $26.00 per share in cash ? The transaction is valued at over $14 billion ? The purchase price represents a premium of approximately 22.6% over McAfee?s closing share price of $21.21 on November 4, 2021 ? Investor Group comprised of Advent, Permira, Crosspoint Capital, CPP Investments, GIC an |
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| November 8, 2021 |
Exhibit 99.1 EXECUTION VERSION Confidential VOTING AGREEMENT VOTING AGREEMENT, dated as of November 5, 2021 (this ?Voting Agreement?), among Condor BidCo, Inc., a Delaware corporation (?Parent?), and the stockholders of McAfee Corp., a Delaware corporation (the ?Company?), listed on the signature pages hereto (each, a ?Stockholder? and, collectively, the ?Stockholders?). W I T N E S S E T H : WHER |
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| October 7, 2021 |
McAfee Appoints Former Deloitte Partner Emily Rollins to its Board of Directors Exhibit 99.1 McAfee Appoints Former Deloitte Partner Emily Rollins to its Board of Directors SAN JOSE, Calif.?(BUSINESS WIRE)? McAfee Corp. (Nasdaq: MCFE), a global leader in online protection, today announced the addition of former Deloitte Partner Emily Rollins to its Board of Directors and the Audit Committee. Over the course of a 30-year career, Rollins has served more than 50 Technology, Medi |
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| October 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2021 McAfee Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39651 84-2467341 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| September 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2021 McAfee Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39651 84-2467341 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| September 28, 2021 |
Exhibit 99.1 McAfee Announces Gagan Singh as Chief Product and Revenue Officer Seasoned industry veteran joins McAfee executive management team to accelerate product innovation and customer growth SAN JOSE, Calif.? McAfee Corp. (Nasdaq: MCFE), a global leader in online protection, today announced that Gagan Singh has joined McAfee as Executive Vice President and Chief Product and Revenue Officer. |
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| September 16, 2021 |
Exhibit 99.1 September 16, 2021 McAfee Announces Appointment of Gunther Bright to Board of Directors American Express veteran Gunther Bright strengthens McAfee Board SAN JOSE, Calif.?(BUSINESS WIRE)? McAfee Corp. (Nasdaq: MCFE), a global leader in online protection, announced today that Gunther Bright, Executive Vice President and General Manager of Global and U.S. Large Enterprises at American Ex |
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| September 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2021 McAfee Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39651 84-2467341 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| September 10, 2021 |
20,000,000 SHARES McAfee Corp. CLASS A COMMON STOCK $22.50 per share Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-259367 PROSPECTUS 20,000,000 SHARES McAfee Corp. CLASS A COMMON STOCK $22.50 per share The selling stockholders identified in this prospectus are offering 20,000,000 shares of our Class A common stock. We are not selling any shares of Class A common stock under this prospectus, and we will not receive any of the proceeds from |
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| September 8, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on September 8, 2021 Registration No. |
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| September 7, 2021 |
September 7, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| September 7, 2021 |
Form of Underwriting Agreement Exhibit 1.1 [?] Shares MCAFEE CORP. CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT September [?], 2021 September [?], 2021 Morgan Stanley & Co. LLC Goldman Sachs & Co. LLC As Representatives of the several Underwriters Listed in Schedule II hereto c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Goldman Sachs & Co. LLC 200 West Street New York, New York |
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| September 7, 2021 |
McAfee Corp. 6220 America Center Drive San Jose, CA 95002 September 7, 2021 McAfee Corp. 6220 America Center Drive San Jose, CA 95002 September 7, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: McAfee Corp. Registration Statement on Form S-1 File No. 333-259367 Acceleration Request Requested Date: September 9, 2021 Requested Time: 4:00 p.m., Eastern Standard Time Ladies and Gentlemen: Pursuan |
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| September 7, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on September 7, 2021 Registration No. |
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| August 10, 2021 |
Second Quarter 2021 Financial Results August 10, 2021 Exhibit 99.2 Disclaimers 2 In addition to historical consolidated financial information, certain statements in this presentation may contain ?forward-looking statements? within the meaning U.S. federal securities laws that involve substantial risks and uncertainties. All statements other than statements of historical fact included in this press |
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| August 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 26, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39651 McAfee Corp. |
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| August 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2021 McAfee Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39651 84-2467341 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| August 10, 2021 |
Exhibit 99.1 McAfee?s Pure-Play Consumer Business Grows 22% in Q2 ? Core Direct to Consumer (?DTC?) Subscribers Increased by 17% to 19.4 Million, Up 556,000 QoQ ? Net Cash Provided by Operating Activities Grew 62% YoY to $189 Million ? Board of Directors declared a cash dividend of $0.115 per share of Class A common stock SAN JOSE, CA ? August 10, 2021 ? McAfee Corp. (?McAfee,? or the ?Company?) ( |
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| August 3, 2021 |
Table of Contents As confidentially submitted to the U.S. Securities and Exchange Commission on August 3, 2021. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission and all information contained herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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| August 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 27, 2021 McAfee Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-39651 84-2467341 (State or Other Jurisdiction of) (Commission Number) (IRS Employer No.) 622 |
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| August 2, 2021 |
Exhibit 99.2 MCAFEE CORP. INDEX TO FINANCIAL STATEMENTS Page AUDITED CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 28, 2019 and December 26, 2020 F-3 Consolidated Statements of Operations for the fiscal years ended December 29, 2018, December 28, 2019 and December 26, 2020 F-4 Consolidated Statements of Comp |
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| August 2, 2021 |
Exhibit 2.1 SECOND AMENDMENT TO CONTRIBUTION AND EQUITY PURCHASE AGREEMENT This SECOND AMENDMENT TO CONTRIBUTION AND EQUITY PURCHASE AGREEMENT (this ?Amendment?), dated as of July 27, 2021, is entered into by and among Magenta Buyer LLC, a Delaware limited liability company (the ?Purchaser?), McAfee, LLC, a Delaware limited liability company (the ?U.S. Seller?), and McAfee Security UK Ltd., a Unit |
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| August 2, 2021 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF Exhibit 99.1 MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Organization McAfee Corp. (the ?Corporation?) was incorporated in Delaware on July 19, 2019. The Corporation was formed for the purpose of completing an initial public offering (the ?IPO?) and related transactions in order to carry on the business of Foundation Technology Worldwide LLC (?FTW?) and it |
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| August 2, 2021 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 99.3 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333- 249650) of McAfee Corp. of our report dated March 1, 2021, except for the effects of discontinued operations discussed in Note 1 to the consolidated financial statements, as to which the date is August 2, 2021, which appears i |
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| August 2, 2021 |
McAfee Completes the Divestiture of its Enterprise Business to Symphony Technology Group (STG) Exhibit 99.4 McAfee Completes the Divestiture of its Enterprise Business to Symphony Technology Group (STG) SAN JOSE, Calif.?(BUSINESS WIRE) ? Jul 27, 2021? McAfee Corp. (Nasdaq: MCFE), a global leader in online protection, announced today the completion of the previously announced transaction to sell certain assets and the assumption of certain liabilities of McAfee?s Enterprise business to a con |
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| July 2, 2021 |
Exhibit 2.1 Execution Version FIRST AMENDMENT TO CONTRIBUTION AND EQUITY PURCHASE AGREEMENT This FIRST AMENDMENT TO CONTRIBUTION AND EQUITY PURCHASE AGREEMENT (this ?Amendment?), dated as of July 2, 2021, is entered into by and among Magenta Buyer LLC, a Delaware limited liability company (the ?Purchaser?), McAfee, LLC, a Delaware limited liability company (the ?U.S. Seller?), and McAfee Security |
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| July 2, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 2, 2021 McAfee Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-39651 84-2467341 (State or Other Jurisdiction of) (Commission Number) (IRS Employer No.) 6220 |
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| June 4, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 3, 2021 McAfee Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-39651 84-2467341 (State or Other Jurisdiction of) (Commission Number) (IRS Employer No.) 6220 |
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| May 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 27, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39651 McAfee Corp. |
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| May 6, 2021 |
Offer Letter, dated as of September 30, 2020, by and between McAfee, LLC and Ashish Agarwal Exhibit 10.1 Execution Version September 30, 2020 Dear Ashish: This letter agreement (this ?Agreement?) amends and restates the terms of your employment offer letter with McAfee, LLC dated July 17, 2019 (the ?Original Agreement?), and becomes effective (the ?Effective Time?) as of immediately prior to the consummation of the initial public offering (the ?IPO?) of Class A common stock of McAfee Cor |
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| May 4, 2021 |
EX-99 3 mcfe-ex9920504.htm EX-99.2 First Quarter 2021 Financial Results May 4, 2021 Exhibit 99.2 Disclaimers 2 In addition to historical consolidated financial information, certain statements in this presentation may contain “forward-looking statements” within the meaning U.S. federal securities laws that involve substantial risks and uncertainties. All statements other than statements of historic |
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| May 4, 2021 |
EX-99 2 mcfe-ex9910504.htm EX-99.1 Exhibit 99.1 McAfee’s First Quarter as a Pure-Play Consumer Business Grows 25% Core Direct to Consumer (“DTC”) Subscribers Increased by 20% to 18.9 Million, Up 885,000 QoQ Net Cash Provided by Operating Activities Grew 51% YoY to $259 Million Board of Directors declared a cash dividend of $0.115 per share of Class A common stock SAN JOSE – May 4, 2021 – McA |
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| May 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2021 McAfee Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39651 84-2467341 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| April 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| April 22, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| March 8, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 6, 2021 McAfee Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-39651 84-2467341 (State or Other Jurisdiction of) (Commission Number) (IRS Employer No.) 622 |
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| March 8, 2021 |
EX-99.1 Exhibit 99.1 Press Release McAfee Announces Sale of Enterprise Business to Symphony Technology Group for $4.0 Billion McAfee will become a pure play consumer cybersecurity company McAfee expects to issue a $4.50 special dividend per Class A share and reduce debt by ~$1 billion upon transaction close SAN JOSE and PALO ALTO, Calif. McAfee Corp. (Nasdaq: MCFE), the device-to-cloud cybersecuri |
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| March 8, 2021 |
Exhibit 2.1 CONTRIBUTION AND EQUITY PURCHASE AGREEMENT BY AND AMONG MAGENTA BUYER LLC and MCAFEE, LLC and MCAFEE SECURITY UK LTD. Dated as of March 6, 2021 ARTICLE I DEFINITIONS, TERMS AND INTERPRETIVE MATTERS 1 SECTION 1.01. Certain Definitions 1 SECTION 1.02. Other Terms 21 SECTION 1.03. Other Definitional Provisions 21 SECTION 1.04. Interpretive Matters 22 ARTICLE II THE TRANSACTIONS 22 SECTION |
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| March 1, 2021 |
List of subsidiaries of McAfee Corp. Exhibit 21.1 MCAFEE CORP. SUBSIDIARIES(1) Subsidiary of the Registrant State or Other Jurisdiction of Incorporation McAfee Security Australia Pty Ltd Victoria, Australia McAfee (Beijing) Security Software Co. Ltd. Beijing, China McAfee Software (India) Private Limited Karnataka, India McAfee Ireland Limited Dublin, Ireland McAfee Co., Ltd. Tokyo, Japan McAfee Netherlands B.V. Amsterdam, Netherland |
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| March 1, 2021 |
Exhibit 4.2 DESCRIPTION OF CAPITAL STOCK The following description of our capital stock is intended as a summary only and is qualified in its entirety by reference to our amended and restated certificate of incorporation and our amended and restated bylaws, each previously filed with the Securities and Exchange Commission and incorporated by reference as an exhibit to the Annual Report on Form 10- |
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| March 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 26, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39651 McAfee Corp. (E |
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| February 23, 2021 |
Fourth Quarter 2020 Financial Results February 23, 2021 Exhibit 99.2 Disclaimers 2 In addition to historical consolidated financial information, certain statements in this presentation may contain ?forward-looking statements? within the meaning U.S. federal securities laws that involve substantial risks and uncertainties. All statements other than statements of historical fact included in this pre |
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| February 23, 2021 |
Exhibit 99.1 McAfee’s Fourth Quarter Revenue Grows 14%, Powered by 23% Consumer Revenue Growth • Consumer Revenue Grew 23% Compared to Q4 2019 and Grew 20% for the Full Year 2020 • Core Direct to Consumer (“DTC”) Subscribers Increased to 18 Million, Up 2.8 Million YoY, and Up 668,000 QoQ • Enterprise Revenue Grew 5% Compared to Q4 2019 • Net Cash Provided by Operating Activities Grew 40% Compared |
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| February 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2021 McAfee Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39651 84-2467341 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| February 16, 2021 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* McAfee Corp. (Name of Issuer) Class A Common Stock, $0.001 par value (Titles of Class of Securities) 579063108 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 16, 2021 |
Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A common stock of McAfee Corp. may be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. This Agreement may be executed |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) * McAfee Corp. (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 579063108 (CUSIP Number) December 31, 2020 (Date of the Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 McAfee Corp. (Name of Issuer) Class A Common Stock, $0.001 par value per share (Titles of Class of Securities) 579063108 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru |
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| February 11, 2021 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* McAfee Corp. (Name of Issuer) Class A common stock, $0.001 par value per share (Title of Class of Securities) 579063 108 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 11, 2021 |
EX-1 EXHIBIT 1 AGREEMENT OF JOINT FILING This joint filing agreement (this “Agreement”) is made and entered into as of this 10th day of February 2021, by and between Intel Corporation and Intel Americas, Inc. |
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| February 11, 2021 |
INTEL CORPORATION POWER OF ATTORNEY EX-2 EXHIBIT 2 INTEL CORPORATION POWER OF ATTORNEY The undersigned hereby constitutes and appoints Susie Giordano and Allon Stabinsky, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact with full power to execute and file with the Securities and Exchange Commission and any stock exchange or similar authority, any report required to be filed pursuant to Section |
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| January 11, 2021 |
EX-99.1 Non-GAAP Financial Measures In addition to McAfee’s results determined in accordance with generally accepted accounting principles in the United States (“GAAP”), the Company believes the following non-GAAP measures presented in this presentation are useful in evaluating its operating performance: adjusted cost of sales, adjusted gross profit, adjusted sales and marketing expense, adjusted |
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| January 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 24, 2020 McAfee Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39651 84-2467341 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| December 4, 2020 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2020 McAfee Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39651 84-2467341 (State or Other Jurisdiction of Incorporation) (Commission File |
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| November 19, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2020 McAfee Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39651 84-2467341 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| November 19, 2020 |
Exhibit 99.1 McAfee Reports Third Quarter and Nine Month 2020 Results ? Total Revenue Grew 10 Percent and Consumer Revenue Grew 23 Percent Compared to Q3 2019 ? Significant Acceleration of Net New Core Direct to Consumer (?DTC?) Subscribers With Additional 2.4 Million Subscribers, Up 16 Percent Year-Over-Year ? Operating Income for Consumer Grew $35 Million and for Enterprise Grew $40 Million Comp |
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| November 19, 2020 |
Third Quarter 2020 Financial Results November 19, 2020 Exhibit ? 99.2 Disclaimers In addition to historical consolidated financial information, certain statements in this presentation may contain ?forward-looking statements? within the meaning U.S. federal securities laws that involve substantial risks and uncertainties. All statements other than statements of historical fact included in this pres |
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| November 19, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 26, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39651 McAfee Corp. |
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| October 26, 2020 |
Amended and Restated Certificate of Incorporation of McAfee Corp. EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF McAFEE CORP. October 21, 2020 McAfee Corp., a Delaware corporation (the “Corporation”), hereby certifies that this Amended and Restated Certificate of Incorporation has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware, and that: A. The name of the Corporation is: |
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| October 26, 2020 |
McAfee Corp. 2017 Management Incentive Plan. EX-10.7 Exhibit 10.7 2017 MANAGEMENT INCENTIVE PLAN (Amended and Restated as of October 21, 2020) 1. Defined Terms. Schedule A, which is incorporated herein by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms. 2. Purpose. The Plan is intended to advance the interests of FTW and McAfee by providing for the grant to Participants of equity- |
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| October 26, 2020 |
EX-10.1 Exhibit 10.1 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of FOUNDATION TECHNOLOGY WORLDWIDE LLC Dated as of October 21, 2020 THE UNITS AND OTHER INTERESTS IN FOUNDATION TECHNOLOGY WORLDWIDE LLC HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON E |
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| October 26, 2020 |
EX-10.4 Exhibit 10.4 STOCKHOLDERS AGREEMENT BY AND AMONG McAFEE CORP. AND THE STOCKHOLDERS PARTY HERETO DATED AS OF October 21, 2020 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1. Definitions 2 Section 1.2. Other Interpretive Provisions 6 ARTICLE II REPRESENTATIONS AND WARRANTIES 6 Section 2.1. Existence; Authority; Enforceability 6 Section 2.2. Absence of Conflicts 7 Section 2.3. Con |
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| October 26, 2020 |
EX-10.2 Exhibit 10.2 TAX RECEIVABLE AGREEMENT by and among MCAFEE CORP., FOUNDATION TECHNOLOGY WORLDWIDE, LLC, the several EXCHANGE TRA PARTIES (as defined herein), the several REORGANIZATION TRA PARTIES (as defined herein), MCAFEE, LLC MCAFEE FINANCE 2, LLC the TPG NOMINEE (as defined herein), the INTEL NOMINEE (as defined herein), and OTHER PERSONS FROM TIME TO TIME PARTY HERETO Dated as of Octo |
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| October 26, 2020 |
Amended and Restated Bylaws of McAfee Corp. EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF McAFEE CORP. SECTION 1 STOCKHOLDERS Section 1.1 Annual Meeting. An annual meeting of the stockholders of McAfee Corp., a Delaware corporation (the “Corporation”), for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting shall be held at the place, if any |
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| October 26, 2020 |
EX-10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT BY AND AMONG MCAFEE CORP. AND THE STOCKHOLDERS PARTY HERETO DATED AS OF OCTOBER 21, 2020 TABLE OF CONTENTS Page ARTICLE I EFFECTIVENESS Section 1.1 Effectiveness 2 ARTICLE II DEFINITIONS Section 2.1 Definitions 2 Section 2.2 Other Interpretive Provisions 7 ARTICLE III REGISTRATION RIGHTS Section 3.1 Demand Registration 8 Section 3.2 Shelf Registra |
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| October 26, 2020 |
McAfee Corp. 2020 Employee Stock Purchase Plan. EX-10.6 Exhibit 10.6 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide eligible Employees with a means of acquiring an equity interest in the Company through payroll deductions or other contributions to enhance such Employees’ sense of participation in the affairs of the Company. This Plan shall apply to Offering Periods beginning on or after the effective date of the |
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| October 26, 2020 |
McAfee Corp. 2020 Omnibus Incentive Plan. EX-10.5 Exhibit 10.5 2020 OMNIBUS INCENTIVE PLAN 1. DEFINED TERMS Exhibit A, which is incorporated herein by reference, defines certain terms used in the Plan and includes certain operational rules related to those terms. 2. PURPOSE The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock and Stock-based Awards. 3. ADMINISTRATION The |
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| October 26, 2020 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2020 McAfee Corp. (Exact name of registrant as specified in its charter) Delaware 001-39651 84-2467341 (State or other jurisdiction of incorporation) (Commission File |
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| October 23, 2020 |
S-8 As filed with the Securities and Exchange Commission on October 23, 2020 Registration No. |
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| October 23, 2020 |
37,000,000 SHARES McAfee Corp. CLASS A COMMON STOCK $20.00 per share 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-249101 PROSPECTUS 37,000,000 SHARES McAfee Corp. CLASS A COMMON STOCK $20.00 per share This is the initial public offering of shares of Class A common stock of McAfee Corp. We are selling 30,982,558 shares of our Class A common stock. The selling stockholders are selling an additional 6,017,442 shares of our Class A comm |
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| October 22, 2020 |
8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 McAfee Corp. (Exact name of registrant as specified in its charter) Delaware 84-2467341 (State of Incorporation) (I.R.S. Employer Identification No.) 6220 America Center Drive San Jose, CA |
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| October 19, 2020 |
S-1/A Table of Contents As filed with the Securities and Exchange Commission on October 19, 2020 Registration No. |
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| October 19, 2020 |
Form of Underwriting Agreement EX-1.1 Exhibit 1.1 [ ] Shares MCAFEE CORP. CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT [ ], 2020 October [ ], 2020 Morgan Stanley & Co. LLC Goldman Sachs & Co. LLC As Representatives of the several Underwriters Listed in Schedule II hereto c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 |
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| October 19, 2020 |
McAfee Corp. 6220 America Center Drive San Jose, CA 95002 October 19, 2020 McAfee Corp. 6220 America Center Drive San Jose, CA 95002 October 19, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: McAfee Corp. Registration Statement on Form S-1 File No. 333-249101 Acceleration Request Requested Date: October 21, 2020 Requested Time: 4:00 p.m., Eastern Standard Time Ladies and Gentlemen: Pursuant |
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| October 19, 2020 |
October 19, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| October 19, 2020 |
ROPES & GRAY LLP THREE EMBARCADERO CENTER SAN FRANCISCO, CA 94111-4006 WWW.ROPESGRAY.COM October 19, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Information Technologies and Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Matthew Crispino, Staff Attorney Re: McAfee Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed O |
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| October 13, 2020 |
EX-10.3 Exhibit 10.3 EXECUTION VERSION AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT This AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT, dated as of November 1, 2018 (this “Amendment”), is entered into by and among McAfee, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, Morgan Stanley Senior Funding, Inc. (“MSSF”), as administrat |
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| October 13, 2020 |
Form of Underwriting Agreement EX-1.1 Exhibit 1.1 [ ] Shares MCAFEE CORP. CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT [ ], 2020 October [ ], 2020 Morgan Stanley & Co. LLC Goldman Sachs & Co. LLC As Representatives of the several Underwriters Listed in Schedule II hereto c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 |
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| October 13, 2020 |
S-1/A Table of Contents As filed with the Securities and Exchange Commission on October 13, 2020 Registration No. |
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| October 13, 2020 |
Form of Registration Rights Agreement EX-10.11 Exhibit 10.11 REGISTRATION RIGHTS AGREEMENT BY AND AMONG MCAFEE CORP. AND THE STOCKHOLDERS PARTY HERETO DATED AS OF [•], 2020 TABLE OF CONTENTS Page ARTICLE I EFFECTIVENESS Section 1.1 Effectiveness 2 ARTICLE II DEFINITIONS Section 2.1 Definitions 2 Section 2.2 Other Interpretive Provisions 7 ARTICLE III REGISTRATION RIGHTS Section 3.1 Demand Registration 8 Section 3.2 Shelf Registration |
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| October 13, 2020 |
EX-10.4 Exhibit 10.4 Execution Version AMENDMENT NO. 3 TO FIRST LIEN CREDIT AGREEMENT This AMENDMENT NO. 3 TO FIRST LIEN CREDIT AGREEMENT, dated as of June 13, 2019 (this “Amendment”), is entered into by and among McAfee, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, Morgan Stanley Senior Funding, Inc. (“MSSF”), as administrative |
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| October 13, 2020 |
Form of Class A Common Stock Certificate EX-4.1 Exhibit 4.1 NUMBER SHARES INCORPORATED UNDER THE CUSIP 579063 108 LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS AND LEGENDS MCAFEE CORP. This certifies that is the record holder of BY: FULLY PAID AND NONASSESSABLE SHARES OF CLASS A COMMON STOCK, $0.001 PAR VALUE PER SHARE, OF MCAFEE CORP. TRANSFER transferable on the books of the corporation in person or by duly authoriz |
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| October 13, 2020 |
Form of Amended and Restated Foundation Technology Worldwide LLC Operating Agreement EX-10.9 Exhibit 10.9 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of FOUNDATION TECHNOLOGY WORLDWIDE LLC Dated as of [•], 2020 THE UNITS AND OTHER INTERESTS IN FOUNDATION TECHNOLOGY WORLDWIDE LLC HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON EXEMPTIO |
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| October 13, 2020 |
Form of Stockholders Agreement EX-10.12 Exhibit 10.12 STOCKHOLDERS AGREEMENT BY AND AMONG McAFEE CORP. AND THE STOCKHOLDERS PARTY HERETO DATED AS OF [•], 2020 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1. Definitions 2 Section 1.2. Other Interpretive Provisions 6 ARTICLE II REPRESENTATIONS AND WARRANTIES 6 Section 2.1. Existence; Authority; Enforceability 6 Section 2.2. Absence of Conflicts 7 Section 2.3. Consents |
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| October 13, 2020 |
EX-10.39 Exhibit 10.39 Execution Version AMENDMENT NO. 4 TO FIRST LIEN CREDIT AGREEMENT This AMENDMENT NO. 4 TO FIRST LIEN CREDIT AGREEMENT, dated as of October 12, 2020 (this “Amendment”), is entered into by and among McAfee, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, Morgan Stanley Senior Funding, Inc. (“MSSF”), as administr |
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| October 13, 2020 |
Form of Tax Receivable Agreement EX-10.10 Exhibit 10.10 TAX RECEIVABLE AGREEMENT by and among MCAFEE CORP., FOUNDATION TECHNOLOGY WORLDWIDE, LLC, the several EXCHANGE TRA PARTIES (as defined herein), the several REORGANIZATION TRA PARTIES (as defined herein), MCAFEE, LLC MCAFEE FINANCE 2, LLC the TPG NOMINEE (as defined herein), the INTEL NOMINEE (as defined herein), and OTHER PERSONS FROM TIME TO TIME PARTY HERETO Dated as of [ |
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| October 13, 2020 |
Form of Indemnification Agreement EX-10.36 Exhibit 10.36 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made and entered into as of [•], 2020, by and among McAfee Corp., a Delaware corporation (the “Company”), and [NAME OF DIRECTOR/OFFICER] (“Indemnitee”). WHEREAS, in light of the litigation costs and risks to directors and officers resulting from their service to companies, and the desire of the Co |
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| October 8, 2020 |
EX-10.24 Exhibit 10.24 CONFIDENTIAL SEPARATION AND GENERAL RELEASE AGREEMENT This Confidential Separation and General Release Agreement and Exhibits (collectively, the “Agreement”) is entered into by and between McAfee, LLC (“McAfee,” and together with its parents, subsidiaries and affiliates, the “Company”) and John Giamatteo (“you” and “your,” and with McAfee, the “Parties”) as of the last date |
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| October 8, 2020 |
EX-10.14 Exhibit 10.14 Execution Version EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), is made and entered into as of January 20, 2020, by and among McAfee, LLC (the “Company”), Foundation Technology Worldwide LLC (“Parent”) and Peter Leav (“Executive”). This Agreement shall become effective as of the Effective Date (as defined below). WHEREAS, the Company desires to employ Ex |
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| October 8, 2020 |
McAfee Non-Employee Director Compensation Policy EX-10.37 Exhibit 10.37 NON-EMPLOYEE DIRECTOR COMPENSATION POLICY OF McAFEE CORP. SECTION 1 INTRODUCTION Effective as of the initial public offering (the “IPO”) of the Class A common stock of McAfee Corp. (the “Corporation”), each individual who provides services to the Corporation as a member of the board of directors of the Corporation (the “Board of Directors”), other than (i) each individual wh |
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| October 8, 2020 |
McAfee Executive Cash Incentive Plan EX-10.34 Exhibit 10.34 Executive Cash Incentive Plan 1. DEFINED TERMS Exhibit A, which is incorporated by reference herein, defines certain terms used in the Plan and sets forth operational rules related to those terms. 2. PURPOSE The Plan has been established to advance the interests of the Company and its Affiliates by providing for the grant of cash-based incentive Awards to Participants. 3. AD |
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| October 8, 2020 |
McAfee Employee Stock Purchase Plan EX-10.33 Exhibit 10.33 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide eligible Employees with a means of acquiring an equity interest in the Company through payroll deductions or other contributions to enhance such Employees’ sense of participation in the affairs of the Company. This Plan shall apply to Offering Periods beginning on or after the effective date of th |
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| October 8, 2020 |
McAfee 2020 Omnibus Incentive Plan EX-10.30 Exhibit 10.30 2020 OMNIBUS INCENTIVE PLAN 1. DEFINED TERMS Exhibit A, which is incorporated herein by reference, defines certain terms used in the Plan and includes certain operational rules related to those terms. 2. PURPOSE The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock and Stock-based Awards. 3. ADMINISTRATION T |
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| October 8, 2020 |
Offer Letter, dated as of April 6, 2020, by and between McAfee, LLC and Lynne Doherty McDonald EX-10.22 Exhibit 10.22 PERSONAL & CONFIDENTIAL McAfee, LLC 2821 Mission College Blvd. Santa Clara, CA 95054 April 6, 2020 Lynne Doherty Dear Lynne: Hello and congratulations! On behalf of McAfee, LLC, I am thrilled to invite you to join a talented team of 7,000 passionate people around the globe and to offer you the full-time position of EVP, Global Sales and Marketing reporting to Peter Leav. Som |
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| October 8, 2020 |
EX-10.2 Exhibit 10.2 Execution Version AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT This AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT, dated as of January 3, 2018 (this “Amendment”), is entered into by and among McAfee, LLC, a Delaware limited liability company (the “Borrower”), Morgan Stanley Senior Funding, Inc., as administrative agent (the “Administrative Agent”), and the undersigned Initi |
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| October 8, 2020 |
Offer Letter by and between McAfee, Inc. and John Giamatteo EX-10.19 Exhibit 10.19 Dear John: I am excited to have you join the McAfee family following the closing (the “Closing”) of the transaction between Intel and TPG in which Intel Security will once again become a stand-alone company named McAfee (the “Transaction”). We share a common vision of where we want to take McAfee. You are considered a key leader and driver of our vision, and your contributio |
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| October 8, 2020 |
EX-10.6 Exhibit 10.6 EXECUTION VERSION AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENT This AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENT, dated as of November 1, 2018 (this “Amendment”), is entered into by and among McAfee, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and JPMorgan Chase Bank, N.A., as administrative agent (the |
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| October 8, 2020 |
Form of Equity Adjustment Agreement for Senior Management EX-10.38 Exhibit 10.38 September [•], 2020 Equity Adjustment Agreement for Senior Executives This agreement (this “Agreement”) describes certain adjustments that are being made to outstanding equity or equity-based incentive awards of Foundation Technology Worldwide LLC (“FTW”) and any FTW Class A Units received under such awards (collectively, “Awards”) issued under the McAfee 2017 Management Inc |
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| October 8, 2020 |
Form of Stock Option Award Agreement under the 2020 Plan EX-10.31 Exhibit 10.31 Name of Participant: [] Number of Shares of Stock subject to the Stock Option: [] Exercise Price Per Share: $[] Date of Grant: [] Vesting Commencement Date: [] 2020 OMNIBUS INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT This agreement (this “Agreement”) evidences a stock option granted by McAfee Corp. (the “Company”) to the individual named above (the “Participant”), pursuant t |
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| October 8, 2020 |
McAfee 2017 Management Incentive Plan EX-10.27 Exhibit 10.27 2017 MANAGEMENT INCENTIVE PLAN (Amended and Restated as of , 2020) 1. Defined Terms. Schedule A, which is incorporated herein by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms. 2. Purpose. The Plan is intended to advance the interests of FTW and McAfee by providing for the grant to Participants of equity- and cas |
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| October 8, 2020 |
EX-10.16 Exhibit 10.16 Execution Version PERSONAL & CONFIDENTIAL This Employment Agreement (this “Agreement”), is made and entered into as of August 7, 2020, by and among McAfee, LLC (the “Company”), Foundation Technology Worldwide LLC (“Parent”) and Venkat Bhamidipati (“Executive”). This Agreement shall become effective as of the Effective Date (as defined below). WHEREAS, the Company desires to |
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| October 8, 2020 |
EX-10.13 Exhibit 10.13 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), is made and entered into as of June 1, 2017 (“Effective Date”), by and among McAfee Employee Holdings, LLC (the “Company”), Foundation Technology Worldwide LLC (“Parent”) and Christopher D. Young (“Executive”). This Agreement shall become effective as of the Effective Date. WHEREAS, the Company desires to emp |
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| October 8, 2020 |
Promotion Letter, dated as of June 11, 2018, by and between McAfee, LLC and with John Giamatteo EX-10.23 Exhibit 10.23 McAfee, LLC 2821 Mission College Blvd. Santa Clara, CA 95054 June 11, 2018 John Giamatteo Dear John: On behalf of McAfee, LLC, I am thrilled to offer you a new and exciting role at McAfee in the full time exempt position of President and Chief Revenue Officer, Corporate. You will continue to report to Chris Young, Chief Executive Officer, and your work location will remain P |
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| October 8, 2020 |
EX-10.7 Exhibit 10.7 Execution Version AMENDMENT NO. 2 TO SECOND LIEN CREDIT AGREEMENT This AMENDMENT NO. 2 TO SECOND LIEN CREDIT AGREEMENT, dated as of June 13, 2019 (this “Amendment”), is entered into by and among McAfee, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and JPMorgan Chase Bank, N.A., as administrative agent (the “A |
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| October 8, 2020 |
Form of RSU Agreement under the 2017 Plan EX-10.29 Exhibit 10.29 FOUNDATION TECHNOLOGY WORLDWIDE LLC 2017 MANAGEMENT INCENTIVE PLAN RSU AGREEMENT (General Form) THIS RSU AGREEMENT (this “Award Agreement”), dated [ ] (the “Grant Date”), is made pursuant to the Foundation Technology Worldwide LLC 2017 Management Incentive Plan, as amended from time to time (the “Plan”), and is entered into by and between Foundation Technology Worldwide LLC, |
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| October 8, 2020 |
EX-10.15 Exhibit 10.15 EXECUTION VERSION AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement (this “Amendment”), is made and entered into as of September 30, 2020, by and among McAfee, LLC (the “Company”), Foundation Technology Worldwide LLC (“Parent”) and McAfee Corp. (“Issuer”) and Peter Leav (“Executive”). This Amendment shall become effective (the “Effective Time”) as of i |
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| October 8, 2020 |
Offer Letter, dated as of September 30, 2020, by and between McAfee, LLC and Terry Hicks EX-10.21 Exhibit 10.21 September 30, 2020 Dear Terry: This letter agreement (this “Agreement”) amends and restates the terms of your employment offer letter with McAfee, LLC dated September 25, 2018 (the “Original Agreement”), and becomes effective (the “Effective Time”) as of immediately prior to the consummation of the initial public offering (the “IPO”) of Class A common stock of McAfee Corp. ( |
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| October 8, 2020 |
Form of Severance Agreement for Senior Management EX-10.26 Exhibit 10.26 [], 2020 VIA HAND DELIVERY [Name] Re: Severance This letter agreement (this “Agreement”) sets forth the terms and conditions pursuant to which McAfee Corp., a Delaware corporation (the “Company”), will provide you with severance benefits if your employment with the Company, Foundation Technology Worldwide, a Delaware limited liability company (“FTW”) and their respective sub |
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| October 8, 2020 |
Form of Management Incentive Unit (MIU) Agreement under the 2017 Plan EX-10.28 Exhibit 10.28 FOUNDATION TECHNOLOGY WORLDWIDE LLC 2017 MANAGEMENT INCENTIVE PLAN MANAGEMENT INCENTIVE UNIT AGREEMENT THIS MANAGEMENT INCENTIVE UNIT AGREEMENT (this “Award Agreement”), dated [ ] (the “Grant Date”), is made pursuant to the Foundation Technology Worldwide LLC 2017 Management Incentive Plan, as amended from time to time (the “Plan”), and is entered into by and between Foundat |
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| October 8, 2020 |
Form of Subscription Agreement EX-10.35 Exhibit 10.35 FOUNDATION TECHNOLOGY WORLDWIDE LLC CLASS A UNIT SUBSCRIPTION AGREEMENT THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR ANY JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE S |
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| October 8, 2020 |
Office Lease, dated April as of April 10, 2019 between US ER America Center 4, LLC and McAfee, LLC EX-10.8 OFFICE LEASE THIS OFFICE LEASE (“Lease”) is made as of the 10th day of April, 2019 (“Date of Lease”), by and between US ER AMERICA CENTER 4, LLC, a California limited liability company (“Landlord”), and MCAFEE, LLC, a Delaware limited liability company (“Tenant”). I. BASIC LEASE PROVISIONS AND DEFINITIONS 1.1 Premises. Approximately 84,273 Rentable Square Feet as outlined on Exhibit A-3 at |
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| October 8, 2020 |
Form of RSU Agreement under the 2020 Plan EX-10.32 Exhibit 10.32 Name of Participant: [•] Number of Restricted Stock Units subject to Award: [•] Date of Grant: [•] Vesting Commencement Date: [•] 2020 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This agreement (this “Agreement”) evidences an award (the “Award”) of restricted stock units granted by McAfee Corp. (the “Company”) to the individual named above (the “Participant” |
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| October 8, 2020 |
Form of Amended and Restated Bylaws of McAfee Corp. EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF McAFEE CORP. SECTION 1 STOCKHOLDERS Section 1.1 Annual Meeting. An annual meeting of the stockholders of McAfee Corp., a Delaware corporation (the “Corporation”), for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting shall be held at the place, if any |
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| October 8, 2020 |
Separation Agreement, dated February 3, 2020, by and between McAfee, LLC and Christopher D. Young EX-10.25 Exhibit 10.25 EXECUTION VERSION February 3, 2020 VIA E-MAIL Christopher D. Young Dear Mr. Young: As we have discussed, your employment with McAfee, LLC (the “Company”) and its affiliates has terminated, effective as of February 3, 2020 (the “Separation Date”). The purpose of this letter (this “Agreement”) is to confirm the terms concerning your separation from employment, as follows: 1. S |
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| October 8, 2020 |
Offer Letter, dated as of January 31, 2017, by and between Intel Security and Michael Berry EX-10.18 Exhibit 10.18 Corporate Headquarters Intel Corporation 2200 Mission College Blvd Santa Clara, CA, 95054-1549 (408) 765-8080 January 13, 2016 ***** ***** Dear Michael: Hello and congratulations! I am thrilled to invite you to join a talented team at McAfee, currently Intel Security, and to offer you a full time exempt position as described below. Intel Security anticipates transitioning to |
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| October 8, 2020 |
EX-10.5 Exhibit 10.5 Execution Version SECOND LIEN CREDIT AGREEMENT Dated as of September 29, 2017 among MCAFEE, LLC, as the Borrower, MCAFEE FINANCE 2, LLC, as Holdings, JPMORGAN CHASE BANK N.A., as Administrative Agent and Collateral Agent, and THE OTHER LENDERS PARTY HERETO JPMorgan Chase Bank N.A., Morgan Stanley Senior Funding, Inc., Goldman Sachs Bank USA, Merrill Lynch, Pierce, Fenner & Smi |
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| October 8, 2020 |
EX-10.1 Exhibit 10.1 Execution Version Published CUSIP Number: 57906PAA7 CUSIP (Revolving Credit Facility): 57906PAB5 CUSIP (USD Term Facility): 57906PAC3 CUSIP (EUR Term Facility): 57906PAD1 FIRST LIEN CREDIT AGREEMENT Dated as of September 29, 2017 among MCAFEE, LLC, as the Borrower, MCAFEE FINANCE 2, LLC, as Holdings, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, Collateral Agen |
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| October 8, 2020 |
S-1/A Table of Contents As filed with the Securities and Exchange Commission on October 7, 2020 Registration No. |
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| October 8, 2020 |
EX-10.17 Exhibit 10.17 EXECUTION VERSION AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement (this “Amendment”), is made and entered into as of September 30, 2020, by and among McAfee, LLC (the “Company”), Foundation Technology Worldwide LLC (“Parent”) and McAfee Corp. (“Issuer”) and Venkat Bhamidipati (“Executive”). This Amendment shall become effective (the “Effective Time”) |
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| October 8, 2020 |
Offer Letter, dated as of September 30, 2020, by and between McAfee, LLC and Ashutosh Kulkarni EX-10.20 Exhibit 10.20 September 30, 2020 Dear Ash: This letter agreement (this “Agreement”) amends and restates the terms of your employment offer letter with McAfee, LLC dated September 4, 2018 (the “Original Agreement”), and becomes effective (the “Effective Time”) as of immediately prior to the consummation of the initial public offering (the “IPO”) of Class A common stock of McAfee Corp. (“Mc |
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| October 8, 2020 |
Form of Amended and Restated Certificate of Incorporation of McAfee Corp. EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF McAFEE CORP. McAfee Corp., a Delaware corporation (the “Corporation”), hereby certifies that this Amended and Restated Certificate of Incorporation has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware, and that: A. The name of the Corporation is: McAfee Corp. B. |
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| October 7, 2020 |
ROPES & GRAY LLP THREE EMBARCADERO CENTER SAN FRANCISCO, CA 94111-4006 WWW.ROPESGRAY.COM October 7, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Mail Stop 2465 Washington, D.C. 20549 Attention: Matthew Crispino, Staff Attorney; Brittany Ebbertt, Senior Staff Accountant Re: McAfee Corp. ? Registration Statement on Form S-1 (File No. 333-249101) |
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| September 28, 2020 |
ROPES & GRAY LLP THREE EMBARCADERO CENTER SAN FRANCISCO, CA 94111-4006 WWW.ROPESGRAY.COM September 28, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Information Technologies and Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Matthew Crispino, Staff Attorney Re: McAfee Corp. (formerly Greenseer Holdings Corp.) Amendment No. 2 to Draf |
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| September 28, 2020 |
Subsidiaries of the Registrant EX-21.1 EXHIBIT 21.1 SUBSIDIARY LIST Name of Subsidiary Jurisdiction of Incorporation Foundation Technology Worldwide LLC Delaware Kantor Perwakilan Perdagangan Asing McAfee (Singapore) Pte. Ltd., translated as the Foreign Trade Representative Office of McAfee (Singapore) Pte. Ltd. Indonesia McAfee (Beijing) Security Software Co., Ltd. China McAfee (Israel) Ltd. Israel McAfee (Shanghai) Software C |
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| September 28, 2020 |
Power of Attorney (included in the signature pages to this Registration Statement) S-1 Table of Contents As filed with the Securities and Exchange Commission on September 28, 2020 Registration No. |
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| September 16, 2020 |
Amendment No. 2 to DRS Table of Contents CONFIDENTIAL TREATMENT REQUESTED BY GREENSEER HOLDINGS CORP. PURSUANT TO RULE 83 Confidential Draft No. 3 confidentially submitted to the Securities and Exchange Commission on September 16, 2020 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. |
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| September 16, 2020 |
ROPES & GRAY LLP THREE EMBARCADERO CENTER SAN FRANCISCO, CA 94111-4006 WWW.ROPESGRAY.COM September 16, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Information Technologies and Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Matthew Crispino, Staff Attorney Re: Greenseer Holdings Corp. Amendment No. 1 to Draft Registration Statement |
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| August 17, 2020 |
Amendment No. 1 to DRS Table of Contents CONFIDENTIAL TREATMENT REQUESTED BY GREENSEER HOLDINGS CORP. PURSUANT TO RULE 83 Confidential Draft No. 2 confidentially submitted to the Securities and Exchange Commission on August 17, 2020 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Reg |
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| August 17, 2020 |
ROPES & GRAY LLP THREE EMBARCADERO CENTER SAN FRANCISCO, CA 94111-4006 WWW.ROPESGRAY.COM August 17, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Information Technologies and Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Mitchell Austin, Staff Attorney Re: Greenseer Holdings Corp. Draft Registration Statement on Form S-1 Submitted |
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| August 8, 2019 |
DRS Table of Contents CONFIDENTIAL TREATMENT REQUESTED BY GREENSEER HOLDINGS CORP. |
