SEMTECH CORP: Entry of Material Definitive Agreement, Financial Statements and Supporting Documents (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

On September 26, 2022, Semtech Company (the “Company”), together with certain of its national subsidiaries as guarantors, has entered into a Third Amendment and Restatement Agreement (the “Restatement Agreement”) with the lenders referred to therein, HSBC Bank USA, National Associationas a resigning administrative agent and JPMorgan Chase Bank, North America., as successor administrative agent.

Pursuant to the Restatement Agreement, substantially concurrent with the completion 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 “Effective Date of Restatement”), the Company’s existing credit agreement will be amended and reworded to: (i) extend the due date of $405 million of the
$600 million as the overall principal amount of the renewable commitments under November 7, 2024 until the fifth anniversary of the date of entry into force of the restatement (subject, in certain circumstances, to an early expiry), (ii) provide for the commitment by the Company on the date of entry into force of the restatement a new five-year term loan facility in an aggregate principal amount of $895 millionintended to be used to fund a portion of the cash consideration for the acquisition of Sierra Wireless and related fees and expenses, (iii) provide
JPMorgan Chase Bank, North America. to succeed HSBC Bank USA, National Association as administrative agent and collateral agent under the credit agreement on the effective date of the restatement, (iv) modify the maximum consolidated leverage commitment as set out in the restatement agreement and (v) make certain other changes as set forth in the Reprocessing 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 Reprocessing Facility. term loan.

The summary presented above is not intended to be complete and is qualified in its entirety by reference to the full text of the Reprocessing Agreement attached hereto as Schedule 10.1.

Item 9.01 Financial statements and supporting documents.

 (d) 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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