MICROCHIP TECHNOLOGY, INC. Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
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 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02 Unregistered Sales of
The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01 Other Events. Exchange Transactions
On
The Exchange Transactions are expected to close on or about
The New Notes will represent senior unsecured obligations of Microchip that will
be subordinated to Microchip's senior debt and will pay interest semi-annually
in arrears on each
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2024, unless earlier converted, redeemed or repurchased. Prior to the close of
business on the business day immediately preceding
If Microchip undergoes a fundamental change (as defined in the indenture governing the New Notes), holders may require Microchip to purchase for cash all or part of their New Notes at a purchase price equal to 100% of the principal amount of the New Notes to be purchased, plus accrued and unpaid interest, if any, up to, but excluding, the fundamental change repurchase date. In addition, if certain make-whole fundamental changes occur or Microchip calls the New Notes for redemption, Microchip will, in certain circumstances, increase the conversion rate for any New Notes converted in connection with such make-whole fundamental change or redemption.
Microchip will not receive any cash proceeds from the Exchange Transactions. In
exchange for issuing, delivering and paying, as applicable, the New Notes,
shares of Microchip's Common Stock and cash pursuant to the Exchange
Transactions, Microchip will receive and cancel the exchanged Existing Notes.
Microchip will fund the cash portion of the Exchange Transactions with
borrowings under that certain Amended and Restated Credit Agreement, dated as of
The Exchange Transactions are being conducted as a private placement and the shares of Common Stock to be issued in the Exchange Transactions will be issued pursuant to the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and were offered only to persons believed to be either (i) an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act or (ii) a "qualified institutional buyer" within the meaning of Rule 144A promulgated under the Securities Act. The Company is relying on this exemption from registration based on the representations made by the holders of the Notes participating in the Exchange Transactions.
The foregoing description of the Exchange Agreements does not purport to be complete and is qualified in its entirety by reference to the form of the Exchange Agreement, a copy of which was filed as Exhibit 10.1 to this Current Report on Form 8-K. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Capped Call Transactions
On
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In connection with establishing their initial hedge positions in respect of the Capped Call Transactions, Microchip expects that the Option Counterparties will purchase shares of Microchip's Common Stock and/or enter into various derivative transactions with respect to Microchip's Common Stock concurrently with the execution of the exchange and/or during (and/or shortly after) the one-day measurement period described above. In addition, in the event of certain market disruptions, the period during which the Option Counterparties will engage in such activities may be extended by up to five business days, in which case, Microchip will correspondingly postpone the closing date of the Exchange Transactions. This activity could increase (or reduce the size of any decrease in) the market price of Common Stock or the New Notes at that time.
In addition, the Option Counterparties may modify their hedge positions by entering into or unwinding various derivative transactions with respect to Microchip's Common Stock and/or purchasing or selling Microchip's Common Stock or other securities in secondary market transactions following the execution of the exchange and prior to the maturity of the New Notes (and are likely to do so during any observation period related to a conversion of the New Notes or following any redemption or repurchase of the New Notes by the Company). This activity could also cause or avoid an increase or a decrease in the market price of Common Stock or the New Notes, which could affect the value of the shares of Common Stock that holders of the New Notes will receive upon conversion of the New Notes.
The description of the Capped Call Transactions contained herein is qualified in its entirety by reference to the form of Capped Call Confirmation, which is attached as Exhibit 10.2 to this Current Report on Form 8-K.
This Current Report does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Form of Exchange Agreement
10.2 Form of Capped Call Confirmation
99.1 Microchip Technology Incorporated Announces Private Placement of
$609 Million Principal Amount of 0.125% Convertible Senior
Subordinated Notes due 2024 and Related Exchange Transactions
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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