Item 1.01. Entry into a Material Definitive Agreement.

Purchase Agreement

On December 14, 2020, Microchip Technology Incorporated, a Delaware corporation ("Microchip" or the "Company"), and certain subsidiaries of the Company (the "Subsidiary Guarantors") entered into a purchase agreement (the "Purchase Agreement") with J.P. Morgan Securities LLC, Truist Securities, Inc., and Wells Fargo Securities, LLC, as representatives (the "Representatives") of the several initial purchasers named therein (collectively, the "Initial Purchasers"), to issue and sell $1,400,000,000 aggregate principal amount of 0.972% Senior Secured Notes due 2024 (the "Notes") to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The Company estimates that the net proceeds from this offering will be approximately $1,394,400,000, after deducting the initial purchasers' discounts and commissions and its estimated offering expenses. The Company intends to use the net proceeds from the issuance and sale of the Notes to repay substantially all of the amounts outstanding under the Company's Amended and Restated Credit Agreement dated as of May 29, 2018, as amended (the "Term Loan Facility"), and intends to use borrowings under its revolving credit agreement for the payment of all related fees and expenses and the currently remaining balance under the Term Loan Facility. The amounts drawn under the Term Loan Facility bear a variable interest rate, currently at 2.15%, and mature on May 29, 2025.

The Purchase Agreement contains customary representations, warranties and covenants by the Company together with customary closing conditions. Under the terms of the Purchase Agreement, the Company has agreed to indemnify the Initial Purchasers against certain liabilities. The summary of the foregoing transaction is qualified in its entirety by reference to the text of the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

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.




Item 8.01. Other Events.

On December 14, 2020, the Company issued a press release announcing that it proposes to offer the Notes. A copy of this press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

On December 14, 2020, the Company issued a press release with respect to the pricing of its offer and sale of the Notes. A copy of this press release is filed as Exhibit 99.2 to this report and is incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:





Exhibit
  No.                                    Description

10.1          Purchase Agreement, dated as of December 14, 2020, by and among
            Microchip Technology Incorporated, the subsidiary guarantors named
            therein, J.P. Morgan Securities LLC, Truist Securities, Inc. and Wells
            Fargo Securities LLC, as representatives of the several initial
            purchasers named therein.

99.1          Microchip Technology Announces Offering of Senior Secured Notes

99.2          Microchip Technology Announces Pricing of Senior Secured Notes

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

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