Item 7.01 Regulation FD Disclosure.
On June 1, 2021, Synaptics Incorporated (the "Company") provided an irrevocable
notice of redemption for all $525,000,000 aggregate principal amount of the
Company's outstanding 0.50% Convertible Senior Notes due 2022 (the "Notes"),
which mature on June 15, 2022 (the "Redemption"). The Notes were issued pursuant
to the Indenture, dated as of June 26, 2017, between the Company and Wells
Fargo, National Association, as trustee (the "Indenture"). The Notes are
redeemable at a cash redemption price of 100.0% of the principal amount, plus
accrued and unpaid interest, if any, to, but excluding, the redemption date of
August 4, 2021 (the "Redemption Price"). On June 1, 2021, the Company issued a
press release announcing the Redemption. A copy of the notice of redemption and
press release are filed as Exhibit 99.1 and 99.2, respectively, to this Current
Report on Form 8-K and are incorporated herein by reference.
Holders of the Notes have the right to convert the Notes called for redemption
no later than 5:00 p.m., EDT, on August 3, 2021 (the "Conversion Deadline"). The
current Conversion Rate (as defined in the Indenture) is equal to 13.7267 shares
per $1,000 principal amount of the Notes, which is the initial Conversion Rate
of 13.6947 shares per $1,000 principal amount of the Notes plus a number of
Additional Shares (as defined in the Indenture) equal to 0.0320 shares per
$1,000 principal amount of the Notes calculated in accordance with 14.03(c) of
the Indenture. The Company has elected to settle any conversions by Combination
Settlement (as defined in the Indenture) with a Specified Dollar Amount (as
defined in the Indenture) per $1,000 principal amount of Notes equal to $1,000,
plus a number of shares of the Company's common stock, $0.001 par value (the
"Common Stock") to be determined pursuant to the Indenture, together with
additional cash, if applicable, in lieu of delivering any fractional shares of
Common Stock. As a result of this election, the Company expects to repay the
principal amount of Notes surrendered for conversion in cash and settle any
additional amounts in Common Stock, with cash to be delivered in lieu of
fractional shares. Requests for conversion delivered after the Conversion
Deadline will only be entitled to receive the Redemption Price for the Notes.
The Company currently expects to use cash on hand to fund the cash component of
the Redemption and any conversions.
The information contained in this Item 7.01 and in the accompanying Exhibits
99.1 and 99.2 shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
incorporated by reference in any filing under the Exchange Act or the Securities
Act, except as shall be expressly set forth by specific reference in such
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Notice of Irrevocable Full Redemption of 0.50% Convertible
Senior Notes due 2022, dated June 1, 2021.
99.2 Press Release announcing the Redemption, dated June 1, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
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