MICROCHIP TECHNOLOGY, INC. Item 1.01. Entry into a Material Definitive Agreement.
Closing of Secured Notes Offering and Entry into the Secured Note Indenture
On
The Secured Notes are governed by an indenture (the "Secured Note Indenture"),
dated as of
The Company may, at its option, redeem some or all of the Secured Notes prior to
If the Company experiences a specified change of control triggering event, the Company must offer to repurchase the Secured Notes at a price equal to 101% of the principal amount of the Secured Notes repurchased, plus accrued and unpaid interest, if any, up to, but excluding, the redemption date.
The Secured Note Indenture contains covenants that, among other things, restrict the ability of the Company and/or its subsidiaries to:
• create or incur certain liens and enter into sale and lease-back
transactions;
• sell or otherwise dispose of any assets constituting collateral securing
the Secured Notes; and
• consolidate with or merge with or into, or convey, transfer or lease all
or substantially all of its assets, to another person.
These covenants are subject to a number of limitations and exceptions set forth in the Secured Note Indenture.
The Secured Notes are guaranteed by the Subsidiary Guarantors that have also guaranteed the obligations under the Company's existing term loan facility (the "Senior Credit Facilities") and under the Company's existing senior secured notes (the "Existing Senior Notes"). In the future, each subsidiary of the Company that is a guarantor or other obligor of the Senior Credit Facilities or certain other indebtedness of the Company will guarantee the Secured Notes.
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The Secured Notes and the Secured Note Guarantees are secured, on a pari passu
first lien basis with the Senior Credit Facilities, by substantially all of the
tangible and intangible assets (other than certain excluded assets) of the
Company and the guarantors that secure obligations under the Senior Credit
Facilities, in each case subject to certain thresholds, exceptions and permitted
liens, as set forth in a Security Agreement, dated
The following events are considered events of default with respect to the Secured Notes under the Secured Note Indenture:
(1) the Company's failure to pay principal or premium, if any, on the Secured
Notes when due at maturity, upon redemption or otherwise;
(2) the Company's failure to pay any interest installment on the Secured Notes
for 30 days after the date when due;
(3) the Company's failure or the failure of any of its Subsidiary Guarantors
to comply with (a) any covenant or other agreement (other than as
described in clause (1) or (2) above) under the Secured Note Indenture or
(b) any agreement contained in the Security Agreement, an intercreditor
. . .
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated herein by reference.
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Item 3.02. Unregistered Sales of
On or about
The Company used the proceeds of the sale of the Secured Notes and the Unsecured
Notes to finance the cash portion of the Exchange Transactions. Following the
closings of the Exchange Transactions,
This Current Report does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit
No. Description
4.1 Senior Secured Notes Indenture, dated as of May 29, 2020 , by and
among Microchip Technology Incorporated , the subsidiary guarantors
named therein and Wells Fargo Bank, National Association , as trustee
and collateral agent.
4.2 Senior Notes Indenture, dated as of May 29, 2020 , by and among
Microchip Technology Incorporated , the subsidiary guarantors named
therein and Wells Fargo Bank, National Association , as trustee.
4.3 Form of 2.670% Senior Secured Note due 2023 (included in Exhibit
4.1).
4.4 Form of 4.250% Senior Note due 2025 (included in Exhibit 4.2).
10.1 Pledge and Security Agreement, dated as of May 29, 2020 , by and
among Microchip Technology Incorporated , the subsidiary guarantors
named therein and Wells Fargo Bank, National Association , as
collateral agent.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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