Microchip Technology : Officers Certificate 2027 Notes October 2021.101321.pdf
October 13, 2021 at 07:42 pm EDT
Share
OFFICERS' CERTIFICATE
October 13, 2021
Wells Fargo Bank, National Association, as Trustee
333 S. Grand Avenue
Fifth Floor, Suite 5A/MAC E2064-05A
Los Angeles, CA 90071
Attention: Michael Tu, Corporate Trust Dept.
Ladies and Gentlemen:
The undersigned, as officers of and on behalf of Microchip Technology Incorporated, a Delaware corporation (the "Company"), and in connection with that certain Indenture dated as of February 15, 2017, between the Company and Wells Fargo Bank, National Association (the "Trustee"), concerning the Company's 1.625% Convertible Senior Subordinated Notes due 2027 (the "Notes") do hereby certify as follows:
This Officers' Certificate is being delivered to the Trustee pursuant to Section 14.04(l) of the Indenture.
After giving effect to the adjustment to the Conversion Rate of the Notes for the reasons set forth in paragraph 5 below, the Conversion Rate for the Notes is now 21.3114 (the "Adjusted Conversion Rate").
After giving effect to the adjustments to the Conversion Rate of the Notes for the reasons set forth in paragraph 5 below, the Incremental Share Factor for the Notes is now 10.6557 (the "Adjusted Incremental Share Factor").
Additionally, the Additional Shares, Stock Price and each of the related thresholds described in Section 14.03(e) of the Indenture have been similarly adjusted.
The adjustment to the Conversion Rate is required because on August 25, 2021, the Company announced that its Board of Directors had approved a 2 for 1 stock split to be effected in the form of a stock dividend (the "Stock Dividend"). The Stock Dividend was paid on October 12, 2021 to stockholders of record of the Company on October 4, 2021 (the "Record Date"). The Adjusted Conversion Rate and Adjusted Incremental Share Factor became effective immediately after the open of business on October 13, 2021.
Capitalized terms used but not otherwise defined in this Officers' Certificate have the meanings given to them in the Indenture.
IN WITNESS WHEREOF, the undersigned have executed this Officers' Certificate as of the date first set forth above.
By:
Name: J. Eric Bjornholt
Title: Senior Vice President and Chief Financial Officer
By:
Name: Kimberly van Herk
Title: Secretary
Microchip Technology Incorporated 2355 West Chandler Blvd. Chandler, AZ 85224-6199 Main Office 480-792-7200 FAX 480-899-9210
Attachments
Original document
Permalink
Disclaimer
Microchip Technology Incorporated published this content on 13 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 October 2021 23:41:02 UTC.
Microchip Technology, Inc. specializes in the design, production and marketing of integrated semiconductors, primarily for the household appliances, automotive, computer, and telecommunications sectors. Net sales break down by family of products as follows:
- mixed-signal microcontrollers (56.3%). The group also develops integrated security circuits and tools for programming of micro-controllers for specific applications;
- interface and analogue products (28.2%);
- other (15.5%): primarily memory products (erasable and re-programmable electric memories).
Net sales are distributed geographically as follows: Americas (25.7%), Asia (53.3%) and Europe (21%).