Item 1.01.  Entry into a Material Definitive Agreement.
Indenture
On May 19, 2020 (the "Closing Date"), Xilinx, Inc. (the "Company") closed its
previously announced public offering of $750,000,000 aggregate principal amount
of the Company's 2.375% Senior Notes due 2030 (the "Notes"). The terms of the
Notes are governed by an Indenture, dated as of the Closing Date (the "Base
Indenture"), by and between the Company and U.S. Bank National Association (the
"Trustee"), as supplemented by the First Supplemental Indenture, dated as of the
Closing Date (the "Supplemental Indenture" and, together with the Base
Indenture, the "Indenture"), by and between the Company and the Trustee. As used
in the following description, capitalized terms not otherwise defined herein
will have the meanings assigned to them in the Indenture.
The Notes mature on June 1, 2030 and bear interest at a rate of 2.375% per year.
Interest on the Notes is payable on June 1 and December 1 of each year,
beginning on December 1, 2020. The Notes are the Company's general unsecured
senior obligations.
Prior to March 1, 2030 (three months prior to the maturity date (such date, the
"Par Call Date")), the Notes are redeemable, in whole, at any time, or in part,
from time to time, at the Company's option, for cash, at a redemption price,
plus accrued and unpaid interest, if any, thereon to, but excluding, the
redemption date, equal to the greater of (1) 100% of the aggregate principal
amount thereof and (2) the sum of the present values of the remaining scheduled
payments of principal and interest thereon that would have been due if the Notes
matured on the Par Call Date, including accrued and unpaid interest to, but not
including, the redemption date, discounted to the redemption date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the applicable Treasury Rate plus 30 basis points. On or after the Par Call
Date, the Notes are redeemable, in whole, at any time, or in part, from time to
time, at the Company's option, for cash at a redemption price equal to 100% of
the principal amount thereof, plus accrued and unpaid interest thereon to, but
excluding, the redemption date.
Upon the occurrence of a Change of Control Triggering Event, unless the Company
has exercised its right to redeem the Notes, each holder of Notes will have the
right to require the Company to repurchase all or a portion of such holder's
Notes, for cash, at a repurchase price equal to 101% of the aggregate principal
amount thereof plus accrued and unpaid interest, if any, on the amount
repurchased to, but excluding, the date of repurchase.
The Indenture contains covenants that limit the ability of the Company and its
restricted subsidiaries to, among other things: (i) create liens securing debt
on certain of its assets; (ii) enter into certain sale and leaseback
transactions; and (iii) in the case of the Company, consolidate with or merge
into another person or sell, convey or lease all or substantially all of the
Company's assets to any other person, in each case as set forth in the
Indenture. These covenants are, however, subject to a number of important
limitations and exceptions.
The Indenture also contains customary event of default provisions including,
among others, the following: (i) default in the payment of principal of, or
premium, if any, on any Note


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when due and payable; (ii) default in the payment of any interest on any Note
when it becomes due and payable, and continuance of that default for a period of
30 days; (iii) failure to make a Change of Control Payment when due and payable
in accordance with the terms of the Indenture; (iv) default in the performance
or breach of any other covenant by the Company in the Indenture (other than a
covenant that has been included in the Indenture solely for the benefit of a
series of debt securities other than the Notes), which default continues uncured
for a period of 90 days; and (v) certain events of bankruptcy, insolvency or
reorganization of the Company.
The offering of the Notes was registered under the Securities Act of 1933, as
amended, pursuant to the Company's shelf registration statement on Form S-3,
which became automatically effective upon filing with Securities and Exchange
Commission on May 8, 2020 (File No. 333-238120).
The above description of the Indenture and the Notes does not purport to be
complete and is qualified in its entirety by reference to the Base Indenture,
attached as Exhibit 4.1 hereto, and the First Supplemental Indenture (including
the Form of Note included therein), attached as Exhibit 4.2 hereto and
referenced as Exhibit 4.3 hereto, each of which is incorporated herein by
reference.


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Item 9.01  Financial Statements and Exhibits.
(d)Exhibits:
Exhibit No.  Description
               Indenture, dated as of May 19, 2020, by and between the Company
4.1          and U.S. Bank National Association.
               First Supplemental Indenture, dated as of May 19, 2020, by and
4.2          between the Company and U.S. Bank National Association.
4.3            Form of Note (included in Exhibit 4.2)
5.1            Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
               Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
23.1         Exhibit 5.1)

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