Item 1.01. Entry into a Material Definitive Agreement.




On December 12, 2019, VeriSign, Inc. (the "Company") entered into a Credit
Agreement (the "New Credit Agreement") among the Company, any borrowing
subsidiaries of the Company that are from time to time made party thereto,
JPMorgan Chase Bank, N.A., as administrative agent (the "Administrative Agent"),
and the lenders party thereto (the "Lenders").
The New Credit Agreement replaced the Credit Agreement, dated as of March 31,
2015, among the Company, the borrowing subsidiaries party thereto, JPMorgan
Chase Bank, N.A., as administrative agent, J.P. Morgan Europe Limited, as London
agent, and the lenders party thereto (the "Terminated Credit Agreement"), which
is further discussed in Item 1.02 below.
The New Credit Agreement provides for a $200 million (the "Commitment Amount")
committed unsecured revolving credit facility (the "New Facility"), under which
the Company and certain designated subsidiaries may be borrowers (the
"Borrowers"). Loans may be extended in US dollars and certain specified
alternative currencies. The New Facility includes (1) a $35 million sublimit for
the issuance of standby letters of credit for the account of any Borrower or any
of its subsidiaries, (2) a $50 million sublimit for swingline loans to the
Borrowers, and (3) a $50 million sublimit for loans in alternative currencies.
The New Credit Agreement also provides the Company with the option to invite
Lenders to bid to make loans to the Company at negotiated interest rates, which
loans would utilize the available commitment under the New Facility
("Competitive Bid Loans").
Loans under the New Facility will bear interest at a rate per annum equal to the
following rates (capitalized terms have the meanings set forth in the New Credit
Agreement): (i) for ABR loans, a rate equal to the greatest of (a) the Prime
Rate, (b) the Federal Funds Effective Rate or the Overnight Bank Funding Rate,
as applicable, plus 0.5%, and (c) the Adjusted LIBO Rate plus 1%, plus, in each
case, a margin of between 0.125% and 0.625% depending on the Company's ratio of
Consolidated Funded Adjusted Indebtedness to Consolidated EBITDA as calculated
pursuant to the Facility (the "Leverage Ratio") and on Moody's, S&P and Fitch
ratings of the Company's senior unsecured non-credit enhanced long-term
indebtedness for borrowed money (the "Applicable Ratings"); (ii) for LIBOR
revolving loans, the Adjusted LIBO Rate plus a margin of between 1.125% and
1.625%, depending on the Leverage Ratio and the Applicable Ratings; (iii) for
EURIBOR revolving loans, the Adjusted EURIBO Rate plus a margin of between
1.125% and 1.625%, depending on the Leverage Ratio and the Applicable Ratings;
and (iv) for Competitive Bid Loans, the rate of interest agreed with the bidding
Lenders.
The full amount of the New Facility is undrawn as of the date hereof. Any
borrowings under the New Facility may be used for working capital purposes, to
finance acquisitions, stock repurchases, and capital expenditures, and other
general corporate purposes. Letters of credit will be issued for general
corporate purposes.
The Company is required to pay the Lenders under the New Credit Agreement an
undrawn commitment fee at a rate per annum of between 0.125% and 0.225%,
depending on the Leverage Ratio and the Applicable Ratings, payable quarterly in
arrears. The Company is also required to pay, quarterly in arrears certain fees
to the Lenders in connection with the letters of credit. The Company is further
required to pay to the Administrative Agent, for its own account, fees payable
in the amounts and at the times separately agreed upon between the Company and
the Administrative Agent.
The New Facility has a maturity date of December 12, 2024 at which time
outstanding borrowings under the New Facility will be due and the commitments
under the New Facility will terminate. The Company may request up to two
one-year extensions of the maturity date, with each such extension subject to
the approval of the extending Lenders, which must represent greater than 50% of
the sum of the revolving loans in the aggregate then outstanding and the unused
commitments in the aggregate at such time under the New Facility, and the
commitment of any Lender that does not consent to an extension of the maturity
date will be terminated on the then-effective maturity date. The Company may
optionally prepay loans in whole or in part under the New Credit Agreement at
any time (other than Competitive Bid Loans, which shall require the prior
consent of the bidding Lenders) without penalty but subject to payment of any
broken-funding costs of the Lenders. The Company may also, at any time,
terminate the commitments or permanently reduce them from time to time.
The New Credit Agreement contains customary representations and warranties, as
well as affirmative and negative covenants. Affirmative covenants include, among
others, financial and other reporting requirements, provision of notices of
material events, maintenance of existence, maintenance of intellectual property,
payment of obligations, maintenance of properties, maintenance of insurance,
maintenance of books and records and compliance with laws.
Negative covenants include, among others, limitations on the incurrence of
additional indebtedness by subsidiaries that are not guarantors under the New
Credit Agreement, limitations on the incurrence of liens, limitations on mergers
and

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acquisitions, limitations on changing the business of the Company, any other
Borrower or any subsidiary that is a borrower, limitations on sale/leaseback
transactions, and limitations on the use of proceeds from borrowings under the
New Facility.
The New Credit Agreement includes a financial covenant that the Company not
permit the Leverage Ratio at any time to exceed 4.00 to 1.00.
The New Credit Agreement contains customary events of default, including among
others, non-payment of principal, interest or other amounts when due (subject to
a grace period for payment of interest and certain other amounts), inaccuracy of
representations and warranties, violation of covenants, cross-payment-defaults
and cross-acceleration with respect to certain other indebtedness, bankruptcy,
insolvency or inability to pay debts, certain undischarged judgments, the
occurrence of certain ERISA events, failure of any guarantee purported to be
created under any Loan Document (as defined in the New Credit Agreement) to be
in full force and effect, or a Change of Control (as defined in the New Credit
Agreement). Upon the occurrence and during the continuance of an event of
default under the New Credit Agreement, the Lenders may declare the loans and
all other obligations under the New Credit Agreement immediately due and payable
and may terminate the commitments. A bankruptcy event of default causes such
obligations automatically to become immediately due and payable and the
commitments automatically to terminate.
The Company may from time to time request Lenders to agree on a discretionary
basis to increase the Commitment Amount by up to an aggregate of $150 million
during the term of the New Facility.
Certain Lenders and/or their affiliates have, from time to time, performed, and
may in the future perform, various financial advisory, commercial banking and
investment banking services for the Company, for which they received or will
receive customary fees and expenses. In addition, certain Lenders and/or their
affiliates have, from time to time, purchased, and may in the future, purchase
services from the Company for which they paid fees in the ordinary course. The
Lenders party to the New Credit Agreement were also lenders under the Terminated
Credit Agreement, which is further discussed in Item 1.02 below.
The foregoing description of the New Credit Agreement is qualified in its
entirety by reference to that agreement, a copy of which is filed as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement.

On December 12, 2019, in connection with entering into the New Credit Agreement, the Company terminated in full all commitments under the Terminated Credit Agreement. Certain lenders under the Terminated Credit Agreement are Lenders party to the New Credit Agreement. The information regarding the Terminated Credit Agreement and the lenders thereunder in Item 1.01 of the Company's Current Report on Form 8-K filed on April 1, 2015 is incorporated by reference into this Item 1.02. No material early termination penalties were incurred by the Company as a result of the termination of the Terminated Credit Agreement. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. Item 9.01. Financial Statements and Exhibits.




(d) Exhibits
Exhibit
Number     Description

  10.1       Credit Agreement, dated as of December 12, 2019, among VeriSign, Inc.,
           the borrowing subsidiaries party thereto, the lenders party thereto, and
           JPMorgan Chase Bank, N.A., as Administrative Agent.

104        Inline XBRL for the cover page of this Current Report on Form 8-K

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