Item 1.01 Entry into a Material Definitive Agreement.
On September 26, 2022, Semtech Corporation (the "Company"), with certain of its
domestic subsidiaries as guarantors, entered into a Third Amendment and
Restatement Agreement (the "Restatement Agreement") with the lenders referred to
therein, HSBC Bank USA, National Association, as resigning administrative agent
and JPMorgan Chase Bank, N.A., as successor administrative agent.
Pursuant to the Restatement Agreement, substantially concurrently with the
consummation of the Company's previously disclosed acquisition of Sierra
Wireless, Inc. ("Sierra Wireless"), subject to the conditions precedent set
forth in the Restatement Agreement (the date of satisfaction thereof, the
"Restatement Effective Date"), the Company's existing credit agreement will be
amended and restated to: (i) extend the maturity date of $405 million of the
$600 million in aggregate principal amount of revolving commitments thereunder
from November 7, 2024 to the fifth anniversary of the Restatement Effective Date
(subject to, in certain circumstances, an earlier springing maturity), (ii)
provide for incurrence by the Company on the Restatement Effective Date of a new
five-year term loan facility in an aggregate principal amount of $895 million,
intended to be used to fund a portion of the cash consideration for the
acquisition of Sierra Wireless and related fees and expenses, (iii) provide for
JPMorgan Chase Bank, N.A. to succeed HSBC Bank USA, National Association as
administrative agent and collateral agent under the credit agreement on the
Restatement Effective Date, (iv) modify the maximum consolidated leverage
covenant as set forth in the Restatement Agreement and (v) make certain other
changes as set forth in the Restatement Agreement, a copy of which is included
as Exhibit 10.1 to this Current Report on Form 8-K, including changes
consequential to the incorporation of the new term loan facility.
The summary set forth above is not intended to be complete and is qualified in
its entirety by reference to the full text of the Restatement Agreement attached
hereto as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
No. Document Description
10.1 Third Amendment and Restatement Agreement, dated as of September
26, 2022, by and among Semtech Corporation, the guarantors party
thereto, JPMorgan Chase Bank, N.A., as successor administrative
agent, and the other parties thereto
104 The Cover Page from this Current Report on Form 8-K formatted in
Inline XBRL (included as Exhibit 101)
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