Item 1.01. Entry into a Material Definitive Agreement.
On June 17, 2022, MaxLinear, Inc., a Delaware corporation ("MaxLinear"), entered
into an amended and restated commitment letter (the "Amended and Restated
Commitment Letter") with Wells Fargo Bank, N.A. ("WF Bank"), Wells Fargo
Securities, LLC ("WF Securities"), Bank of Montreal, BMO Capital Markets Corp.,
Citizens Bank, N.A., Truist Bank, and Truist Securities, Inc. (collectively, the
"Commitment Parties"), pursuant to which, subject to the terms and conditions
set forth therein, the Commitment Parties have committed to provide (i) a senior
secured term B loan facility in an aggregate principal amount of up to
$2,737,500,000, (ii) a senior secured term A loan facility in an aggregate
principal amount of up to $512,500,000, and (iii) a senior secured revolving
credit facility in an aggregate principal amount of up to $250,000,000
(collectively, the "Senior Secured Credit Facilities"). The funding of the
Senior Secured Credit Facilities provided for in the Amended and Restated
Commitment Letter is contingent on the satisfaction of customary conditions,
including (i) the execution and delivery of definitive documentation with
respect to credit facilities in accordance with the terms sets forth in the
Amended and Restated Commitment Letter, and (ii) the consummation of the
acquisition by MaxLinear of Silicon Motion Technology Corporation, an exempted
company with limited liability incorporated under the Law of the Cayman Islands
("Silicon Motion"), in accordance with that certain Agreement and Plan of
Merger, dated as of May 5, 2022, by and among MaxLinear, Silicon Motion, and
Shark Merger Sub, an exempted company with limited liability incorporated under
the Law of the Cayman Islands and wholly-owned subsidiary of MaxLinear. The
Amended and Restated Commitment Letter amends and restates in its entirety that
certain Commitment Letter, dated as of May 5, 2022, by and among MaxLinear, WF
Bank, and WF Securities.
The foregoing description of the Amended and Restated Commitment Letter and the
transactions contemplated thereby is not complete and is subject to, and
qualified in its entirety by reference to, the Amended and Restated Commitment
Letter, a copy of which is filed with this Current Report on Form 8-K as
Exhibit 10.1 and the terms of which are incorporated herein by reference.
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Cautionary Statement Regarding Forward-Looking Statements
This communication contains "forward-looking statements" within the meaning of
the federal securities laws, including Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements are based on Silicon Motion's and
MaxLinear's current expectations, estimates and projections about the expected
date of closing of the proposed transaction and the potential benefits thereof,
its business and industry, management's beliefs and certain assumptions made by
Silicon Motion and MaxLinear, all of which are subject to change. In this
context, forward-looking statements often address expected future business and
financial performance and financial condition, and often contain words such as
"expect," "anticipate," "intend," "plan," "believe," "could," "seek," "see,"
"will," "may," "would," "might," "potentially," "estimate," "continue,"
"expect," "target," similar expressions or the negatives of these words or other
comparable terminology that convey uncertainty of future events or outcomes. All
forward-looking statements by their nature address matters that involve risks
and uncertainties, many of which are beyond our control, and are not guarantees
of future results, such as statements about the consummation of the proposed
transaction and the anticipated benefits thereof. These and other
forward-looking statements are not guarantees of future results and are subject
to risks, uncertainties and assumptions that could cause actual results to
differ materially from those expressed in any forward-looking statements.
Accordingly, there are or will be important factors that could cause actual
results to differ materially from those indicated in such statements and,
therefore, you should not place undue reliance on any such statements and
caution must be exercised in relying on forward-looking statements. Important
risk factors that may cause such a difference include, but are not limited to:
(i) the completion of the proposed transaction on anticipated terms and timing,
including obtaining stockholder and regulatory approvals, anticipated tax
treatment, unforeseen liabilities, future capital expenditures, revenues,
expenses, earnings, synergies, economic performance, indebtedness, financial
condition, losses, future prospects, business and management strategies for the
management, expansion and growth of Silicon Motion's and MaxLinear's businesses
and other conditions to the completion of the transaction; (ii) the occurrence
of any event, change or other circumstances that could give rise to the
termination of the merger agreement, including the receipt by Silicon Motion of
an unsolicited proposal from a third party; (iii) failure to realize the
anticipated benefits of the proposed transaction, including as a result of delay
in completing the transaction or integrating the businesses of Silicon Motion
and MaxLinear; (iv) the impact of the COVID-19 pandemic and related private and
public sector measures on Silicon Motion's business and general economic
conditions; (v) risks associated with the recovery of global and regional
economies from the negative effects of the COVID-19 pandemic and related private
and public sector measures; (vi) Silicon Motion's and MaxLinear's ability to
implement its business strategy; (vii) pricing trends, including Silicon
Motion's and MaxLinear's ability to achieve economies of scale; (viii) potential
litigation relating to the proposed transaction that could be instituted against
Silicon Motion, MaxLinear or their respective directors; (ix) the risk that
disruptions from the proposed transaction will harm Silicon Motion's or
MaxLinear's business, including current plans and operations; (x) the ability of
Silicon Motion or MaxLinear to retain and hire key personnel; (xi) potential
adverse reactions or changes to business relationships resulting from the
announcement or completion of the proposed transaction; (xii) uncertainty as to
the long-term value of MaxLinear common stock; (xiii) legislative, regulatory
and economic developments affecting Silicon Motion's and MaxLinear's businesses;
(xiv) general economic and market developments and conditions; (xv) the evolving
legal, regulatory and tax regimes under which Silicon Motion and MaxLinear
operate; (xvi) potential business uncertainty, including changes to existing
business relationships, during the pendency of the merger that could affect
Silicon Motion's and/or MaxLinear's financial performance; (xvii) restrictions
during the pendency of the proposed transaction that may impact Silicon Motion's
or MaxLinear's ability to pursue certain business opportunities or strategic
transactions; (xviii) unpredictability and severity of catastrophic events,
including, but not limited to, acts of terrorism or outbreak of war or
hostilities, as well as Silicon Motion's and MaxLinear's response to any of the
aforementioned factors; (xix) geopolitical conditions, including trade and
national security policies and export controls and executive orders relating
thereto, and worldwide government economic policies, including trade relations
between the United States and China and the military conflict in Ukraine and
related sanctions against Russia and Belarus; (xx) Silicon Motion's ability to
provide a safe working environment for members during the COVID-19 pandemic or
any other public health crises, including pandemics or epidemics; and
(xxi) failure to receive the approval of the shareholders of Silicon Motion.
These risks, as well as other risks associated with the proposed transaction,
are more fully discussed in the prospectus to be filed by MaxLinear with the SEC
and proxy statement to be provided by Silicon Motion to its security holders in
connection with the proposed transaction. While the list of factors presented
here is, and the list of factors presented in the prospectus and proxy statement
will be, considered representative, no such list should be considered to be a
complete statement of all potential risks and uncertainties. Unlisted factors
may present significant additional obstacles to the realization of
forward-looking statements. Consequences of material differences in results as
compared with those anticipated in the forward-looking statements could include,
among other things, business disruption, operational problems, financial loss,
legal liability to third parties and similar risks, any of which could have a
material adverse effect on Silicon Motion's or MaxLinear's consolidated
financial condition, results of operations, or liquidity. Neither Silicon Motion
nor MaxLinear assumes any obligation to publicly provide revisions or updates to
any forward-looking statements, whether as a result of new information, future
developments or otherwise, should circumstances change, except as otherwise
required by securities and other applicable laws.
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Additional Information and Where to Find It
This communication is being made in respect of a proposed business combination
involving MaxLinear and Silicon Motion. In connection with the proposed
transaction, MaxLinear has with the Securities and Exchange Commission (the
"SEC") a Registration Statement on Form S-4 that will include a proxy statement
of Silicon Motion and a prospectus of MaxLinear. The information in the proxy
statement/prospectus is not complete and may be changed. When the proxy
statement/prospectus is finalized, it will be sent to the respective
shareholders of Silicon Motion seeking their approval of their
transaction-related proposals.
MaxLinear may not sell the common stock referenced in the proxy
statement/prospectus until the Registration Statement on Form S-4 filed with the
SEC becomes effective. The proxy statement/prospectus and this communication are
not offers to sell MaxLinear securities, are not soliciting an offer to buy
MaxLinear securities in any state where the offer and sale is not permitted and
are not a solicitation of any vote or approval.
MAXLINEAR AND SILICON MOTION URGE INVESTORS AND SECURITY HOLDERS TO READ THE
REGISTRATION STATEMENT ON FORM S-4, WHICH WILL BE PROVIDED TO SILICON MOTION
SECURITY HOLDERS AND OTHER DOCUMENTS PROVIDED TO SILICON MOTION SECURITY HOLDERS
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders are able to obtain the Registration Statement on
Form S-4 free of charge at the SEC's website, www.sec.gov. Copies of documents
filed with the SEC by MaxLinear (when they become available) may be obtained
free of charge on MaxLinear's website at www.maxlinear.com or by contacting
MaxLinear's Investor Relations Department at IR@MaxLinear.com. Copies of
documents filed or furnished by Silicon Motion (when they become available) may
be obtained free of charge on Silicon Motion's website at
https://www.siliconmotion.com or by contacting Silicon Motion's Investor
Relations Department at IR@siliconmotion.com.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
10.1 Amended and Restated Commitment Letter, dated as of June 17, 2022, by
and among the MaxLinear, Inc., Wells Fargo Bank, N.A., Wells Fargo
Securities, LLC, Bank of Montreal, BMO Capital Markets Corp., Citizens
Bank, N.A., Truist Bank and Truist Securities, Inc.
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