Item 1.01. Entry into a Material Definitive Agreement.

Credit Agreement

On June 30, 2021, Cadence Design Systems, Inc. ("Cadence") entered into a $700 million five-year senior unsecured revolving credit facility (the "Facility") pursuant to a credit agreement (the "Credit Agreement") with Bank of America, N.A., as a lender and administrative agent, and other lender parties thereto. The Credit Agreement provides that, under certain circumstances, Cadence may increase the aggregate principal amount of revolving commitments by up to $350 million, for a total up to $1.050 billion. Concurrently with entering into the Credit Agreement, Cadence terminated its existing Credit Agreement, dated as of January 30, 2017 (the "Prior Credit Agreement") among Cadence, JPMorgan Chase Bank, N.A., as a lender and administrative agent, and other lender parties thereto. Proceeds from the Facility will be used for general corporate purposes.

Amounts outstanding under the Credit Agreement initially accrue interest at a rate equal to, at Cadence's option, either (1) LIBOR plus a margin of between 0.750% and 1.250%, determined by reference to the rating of Cadence's unsecured debt , or (2) base rate plus a margin of 0.000% to 0.250%, determined by reference to the rating of Cadence's unsecured debt. Additionally, Cadence will pay commitment fees on the undrawn amount of the revolving commitments at a rate between 0.07% and 0.175%, determined by reference to the rating of Cadence's unsecured debt.

The covenants of the Credit Agreement include customary negative covenants that, among other things, restrict Cadence's ability to incur additional secured indebtedness and grant liens. In addition, the Credit Agreement contains a financial covenant that requires Cadence to maintain a funded debt to EBITDA ratio not greater than 3.25 to 1, with a step-up to 3.75 to 1 for one year following an acquisition by Cadence of at least $250 million that results in a pro forma leverage ratio between 3.00 to 1 and 3.50 to 1.

A copy of the Credit Agreement is attached hereto as Exhibit 10.01 and is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the Credit Agreement.

Item 1.02. Termination of a Material Definitive Agreement

The information set forth under Item 1.01 of this Current Report on Form 8-K regarding the termination of the Prior Credit Agreement is hereby incorporated by reference into this Item 1.02.

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 under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.



(d)  Exhibits



Exhibit No.      Description

10.01              Credit Agreement, dated as of June 30, 2021, by and among
                 Cadence Design Systems, Inc., Bank of America, N.A. and other
                 lenders party thereto.

104              Cover Page Interactive Data File (embedded within the Inline XBRL
                 document).




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