INCORPORATED (NASDAQ:INCR) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

On June21, 2017, Microchip Technology Incorporated, a Delaware
corporation (the Company), entered into Amendment No.3 to Amended
and Restated Credit Agreement (the Amendment) with the lenders
party thereto and JPMorgan Chase Bank, N.A., as Administrative
Agent (the Administrative Agent), which amends that certain
Amended and Restated Credit Agreement, dated as of June27, 2013,
as amended and restated as of February4, 2015, by and among the
Company, the lenders from time to time party thereto and the
Administrative Agent (as amended, restated, supplemented or
otherwise modified from time to time, the Credit Agreement).

The Amendment, among other things, extends the time period during
which the Company is permitted to repurchase, redeem or exchange
the Companys 2.125% Junior Subordinated Convertible Debentures
due 2037 (the Existing Debentures). The Amendment also amends the
financial covenant in respect of the maximum total leverage ratio
to extend the time periods for permitted refinancings or
exchanges of the Existing Debentures that may be excluded from
the calculation of the ratio, subject to certain conditions.

Certain of the lenders under the Credit Agreement and their
affiliates have engaged in, and may in the future engage in,
investment banking and other commercial dealings in the ordinary
course of business with the Company or the Companys affiliates.
They have received, or may in the future receive, customary fees
and commissions for these transactions.

Additional details of the Credit Agreement were previously
disclosed in the Companys Current Reports on Form 8-K filed with
the Securities and Exchange Commission on February4,
2015,December7, 2015 and February8, 2017, and are incorporated
herein by reference.

The foregoing description of the Amendment does not purport to be
complete and is qualified in its entirety by reference to the
full text of the Amendment, a copy of which is filed as Exhibit
10.1 hereto and incorporated herein by reference.

The information set forth in Item1.01 above and Item8.01 below is
incorporated by reference into this Item2.03.

The information set forth in Item8.01 below is incorporated by
reference into this Item3.02.

On June21, 2017, the Company entered into separate privately
negotiated agreements with certain holders of its Existing
Debentures to exchange to the exemption from the registration
requirements of the Securities Act of 1933, as amended (the
Securities Act), under Section4(a)(2) thereof, (the Exchange
Transactions) approximately $111.3 million aggregate principal
amount of Existing Debentures for (i)approximately $111.3 million
aggregate principal amount of the Companys 2.250% Convertible
Junior Subordinated Notes due 2037 (the 2037 Notes) issued to the
Indenture, dated February15, 2017, between the Company and Wells
Fargo Bank, National Association, as trustee (the Indenture), and
(ii)an aggregate of 3,235,219 shares of the Companys common
stock, par value $0.001 per share.

The Company anticipates that the closing of the Exchange
Transactions will occur on or about June27, 2017.

This Current Report on Form 8-K 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.

Reference is made to the description of the 2037 Notes set forth
in Item1.01 under the heading Indentures in the Companys Current
Report on Form 8-K filed on February15, 2017 and to the text of
the Indenture and the Form of Global 2.250% Convertible Junior
Subordinated Notes due 2037 which are filed as Exhibits 4.3 and
4.4, respectively, to the Companys Current Report on Form 8-K
filed on February15, 2017.

MICROCHIP TECHNOLOGY INC Exhibit
EX-10.1 2 d377875dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EXECUTION COPY AMENDMENT NO. 3 Dated as of June 21,…
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About INCORPORATED (NASDAQ:INCR)

INC Research Holdings, Inc. is a global contract research organization (CRO). The Company is focused on Phase I to Phase IV clinical development services for the biopharmaceutical and medical device industries. The Company operates through two segments: Clinical Development Services and Phase I Services. The Company’s Clinical Development Services segment offers all clinical development services, including full-service global studies, as well as ancillary services, such as clinical monitoring, investigator recruitment, patient recruitment, data management, study reports to assist customers with their drug development process, quality assurance audits and specialized consulting services. The Company’s Phase I Services segment focuses on clinical development services for Phase I trials, which include scientific exploratory medicine, first-in-human studies through proof-of-concept stages and support for Phase I studies in established compounds.