ITEM 1.01. Entry Into a Material Definitive Agreement.
On
Borrowings under the Term Loan Facility will accrue interest at the London
Interbank Offered Rate (LIBOR) plus 2.25% or at the base rate plus 1.50%,
subject to a 25 basis point step-down based on total gross leverage, and subject
to a LIBOR floor of 50 basis points. The base rate is the highest of (i) the
Federal Funds Rate plus 0.50%, (ii) the
The Term Loan Facility is subject to a 1.00% prepayment premium in the event all
or any portion of the Term Loan Facility is prepaid within the first 6 months in
connection with a repricing transaction only. The Term Loan Facility is subject
to customary mandatory prepayments, including, commencing with the fiscal year
ending
The foregoing description of the Term Loan Facility and the Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to the First Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
ITEM 2.01. Completion of Acquisition or Disposition of Assets.
On
The foregoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the Merger Agreement,
which was filed as Exhibit 2.1 to with the Company's Quarterly Report on Form
10-Q filed with the
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 above under Item 1.01 of this current report on Form 8-K is incorporated herein by reference.
ITEM 7.01. Regulation FD Disclosure.
On
The information contained in Item 7.01 of this Form 8-K (including Exhibit 99.1)
shall not be deemed to be "filed" with the
ITEM 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired. The financial statements required under this Item 9.01(a) will be filed by the Company pursuant to an amendment to this Form 8-K not later than 71 days after the date that this report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information. The pro forma financial information required under this Item 9.01(b) will be filed by the Company pursuant to an amendment to this Form 8-K not later than 71 days after the date that this report on Form 8-K is required to be filed.
(d) Exhibits: Exhibit No. Description 10.1 First Amendment and Lender Joinder Agreement, dated as ofDecember 2, 2021 , by and amongSynaptics Incorporated , the Lenders party thereto, andWells Fargo Bank, National Association , as Administrative Agent 99.1 Press Release, datedDecember 2, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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