Item 1.01 Entry into a Material Definitive Agreement.
Amendment and Restatement of Credit Agreement
On
The foregoing description of the Second Amended and Restated Credit Agreement is qualified in its entirety by reference to the terms of the Second Amended and Restated Credit Agreement, the form of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Indenture relating to the Issuance of 4.000% Senior Notes due 2029
On
The Indenture provides that the Notes will bear interest at a rate of 4.000% per
annum, payable in cash semi-annually in arrears on
Prior to
The Company may redeem some or all of the Notes on or after
Year Price 2024 102 % 2025 101 % 2026 and thereafter 100 %
In addition, at any time prior to
The Notes are the general unsecured obligations of the Company. The Note guarantees are the senior unsecured obligations of each guarantor. Under certain circumstances, the guarantors may be released from their Note guarantees without consent of the holders of Notes. Under the terms of the Indenture, the Notes rank equally in right of payment with all of Company's and the guarantors' existing and future senior indebtedness, and rank
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contractually senior in right of payment to the Company's and the guarantors' future indebtedness and other obligations that are, by their terms, expressly subordinated in right of payment to the Notes. The Notes are effectively subordinated to the Company's and the guarantors' existing and future secured indebtedness, including secured indebtedness under the Company's senior secured credit facilities, to the extent of the value of the assets securing such indebtedness. The Notes and guarantees are structurally subordinated to all existing and future indebtedness and liabilities (including trade payables) of the Company's subsidiaries that do not guarantee the Notes.
No later than 30 days after the occurrence of a Change of Control (as defined in the Indenture), the Company will be required to offer to repurchase the Notes at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase. If holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in connection with any tender offer or other offer to purchase the Notes (including pursuant to a Change of Control Offer (as defined in the Indenture), an Alternate Offer (as defined in the Indenture) or an offer to purchase with the proceeds from any Asset Disposition (as defined in the Indenture) and the Company, or any other person making such offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such holders, the Company will have the right, upon not less than ten nor more than 60 days' prior notice, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to the applicable price paid to holders in such purchase, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. If the Company sells assets, it will be required under certain circumstances to offer to purchase the Notes.
The Indenture contains covenants that, subject to exceptions and qualifications, among other things, limit the Company's ability and the ability of its Restricted Subsidiaries (as defined in the Indenture) to (i) incur additional indebtedness and guarantee indebtedness; (ii) pay dividends or make other distributions or repurchase or redeem the Company's or any parent's capital stock; (iii) prepay, redeem or repurchase certain indebtedness; (iv) issue certain preferred stock or similar equity securities; (v) make loans and investments; (vi) dispose of assets; (vii) incur liens; (viii) enter into transactions with affiliates; (ix) enter into agreements restricting its subsidiaries' ability to pay dividends; and (x) consolidate, merge or sell all or substantially all of its assets.
The Indenture contains customary events of default including, without limitation, failure to make required payments, failure to comply with certain agreements or covenants, cross-acceleration to certain other indebtedness in . . .
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 hereto is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On
The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 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 filing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 4.1 Indenture, dated as ofMarch 11, 2021 , by and among the Company, the guarantors named therein andWells Fargo Bank, National Association , as trustee. 4.2 Form of 4.000% Senior Notes due 2029 (included in Exhibit 4.1). 10.1 Second Amended and Restated Credit Agreement, datedMarch 11, 2021 , by and amongSynaptics Incorporated , as borrower, the lenders from time to time party thereto,Wells Fargo Bank, National Association , as administrative agent, swingline lender and issuing lender,Wells Fargo Securities, LLC , as joint lead arranger and joint bookrunner,MUFG Union Bank, N.A. andBMO Capital Markets Corp. , as joint lead arrangers, joint bookrunners and co-syndication agents 99.1 Press Release datedMarch 9, 2021 , announcing the pricing of the Notes Offering. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4
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