Integrated Device Technology, Inc. (NASDAQ:IDTI) Files An 8-K Entry into a Material Definitive Agreement

Item1.01. Entry into a Material Definitive Agreement

The description of the Credit Agreement (as defined below) set
forth under Item 2.01 below does not purport to be complete and
is subject to, and qualified in its entirety by, the full text of
the Credit Agreement, which was filed as Exhibit (b)(2) to IDTs
Schedule TO dated April4, 2017 and is incorporated herein by
reference.

Item2.01. Completion of Acquisition or Disposition of
Assets

As previously disclosed on February13, 2017, Integrated Device
Technology, Inc., a Delaware corporation
(IDT), Glider Merger Sub, Inc., a
Delaware corporation and wholly-owned subsidiary of IDT
(Purchaser), and GigPeak, Inc., a
Delaware corporation (GigPeak), entered
into a definitive Agreement and Plan of Merger (the
Merger Agreement).

to the Merger Agreement, Purchaser commenced a tender offer (the
Offer) to acquire all of the
outstanding shares of GigPeaks common stock, par value $0.001 per
share, including the associated purchase rights for Series A
Junior Preferred Stock of GigPeak (the
Rights) issued under the Rights
Agreement, dated as of December16, 2014, as amended, between
GigPeak and American Stock Transfer Trust Company, LLC, as rights
agent (such Rights, together with the common stock, the
Shares), at a price of $3.08 per share
in cash (the Offer Price), without
interest and subject to any applicable withholding taxes, upon
the terms and subject to the conditions set forth in the Offer to
Purchase, dated March7, 2017 and the related Letter of
Transmittal (which, together with the Offer to Purchase,
constituted the Offer).

The Offer expired at one minute following 11:59 P.M. (12:00
midnight) New York City time, on Monday, April3, 2017. American
Stock Transfer Trust Company, LLC, the depositary for the Offer
(the Depositary), advised IDT and
GigPeak that, as of the expiration of the Offer, a total of
54,454,085 Shares had been validly tendered and not validly
withdrawn to the Offer, representing approximately 80.42% of the
GigPeaks then outstanding Shares and 67.84% of GigPeaks then
outstanding Shares (determined on a fully diluted basis). The
Minimum Condition (as defined in the Merger Agreement) for the
Offer was satisfied because the number of Shares validly tendered
and not withdrawn to the Offer constituted a majority of the
Shares then outstanding (determined on a fully diluted basis) and
a majority of the voting power of the Shares then outstanding
(determined on a fully diluted basis) and entitled to vote upon
the adoption of the Merger Agreement and approval of the Merger
(excluding from the number of tendered Shares, but not from the
number of outstanding Shares, Shares tendered to guaranteed
delivery procedures (to the extent such procedures are permitted
by the Purchaser) that have not yet been delivered in settlement
or satisfaction of such guarantee). All other conditions to the
Offer having also been satisfied, Purchaser accepted all of the
Shares for payment. IDT will provide Purchaser with sufficient
funds to promptly pay for all Shares validly tendered in the
Offer and not validly withdrawn.

Following consummation of the Offer, all conditions to the Merger
(as defined below) set forth in the Merger Agreement had been
satisfied or waived, and on April4, 2017, upon the filing of a
certificate of merger with the Secretary of State of the State of
Delaware (the Effective Time), IDT
completed its acquisition of GigPeak by consummating a merger of
Purchaser with and into GigPeak (the
Merger) without a meeting of the
stockholders of IDT or GigPeak in accordance with Section251(h)
of the General Corporation Law of the State of Delaware (the
DGCL). As a result of the Merger,
GigPeak became a wholly owned subsidiary of IDT. to the Merger
Agreement, each Share issued and outstanding immediately prior to
the Effective Time, other than any Shares (i)that are owned by or
held in the treasury of GigPeak, or owned by IDT or any direct or
indirect wholly-owned subsidiaries of IDT or GigPeak or (ii)in
respect of which appraisal rights were perfected in accordance
with Section262 of the General Corporation Law of the State of
Delaware, was converted into the right to receive an amount in
cash equal to the Offer Price without interest and subject to any
applicable withholding taxes.

The aggregate amount paid by Purchaser in the Offer and Merger
was approximately $250million. IDT provided Purchaser with
sufficient funds to purchase all Shares validly tendered in the
Offer and not validly withdrawn and to make payments in respect
of the remaining Shares upon their conversion in the Merger and
in respect of outstanding options to acquire Shares and
restricted stock units.

IDT funded the acquisition of the Shares in the Offer and the
Merger from its available cash on hand and net proceeds from
borrowings under its credit facility entered into on April4, 2017
with JPMorgan Chase Bank, N.A.
(JPMorgan) as administrative agent and
the various lenders signatory thereto (the Credit
Agreement).

The Credit Agreement provides for a $200million term loan
facility (the Initial Term Loans). In
addition, the Company may request incremental term loan and/or
incremental revolving loan commitments in an aggregate amount not
to exceed the sum of $200million and an unlimited amount that is
subject to pro forma compliance with certain secured leverage
ratio tests; provided, however, that incremental revolving loan
commitments may not exceed $50million. In addition to funding a
portion of the amount paid by Purchase in the Offer, the Company
may use the proceeds of the loan to pay off GigPeaks existing
credit facility with Silicon Valley Bank, pay fees and expenses
incurred in connection with the Offer and the Merger and for
working capital and general corporate purposes.

At the Companys election, Initial Term Loans under the Credit
Agreement may also be made as either base rate loans or
Eurodollar loans. The applicable margin for base rate loans is
2.00% and the applicable margin for Eurodollar loans is 3.00%.
All Eurodollar loans are subject to a floor of 0.00%. The Company
also agrees to pay other closing fees, arrangement fees and
administration fees.

The commitments under the Credit Agreement will terminate, and
all outstanding amounts thereunder will be due and payable, on
the earliest of (w)April4, 2024, (x) the date of termination of
the commitments by the Company, (y)in connection with an exercise
of remedies after the occurrence of an event of default, and
(z)August16, 2022 if any existing convertible notes are
outstanding on August16, 2022 and the maturity date thereof had
not otherwise been extended to a date that is no earlier than 91
days after April4, 2024, unless the Company and the guarantors
shall have cash, permitted investments and/or undrawn revolving
credit commitments (or other commitments on terms reasonably
satisfactory to the administrative agent from financial
institutions reasonably satisfactory to the administrative agent)
in an aggregate amount not less than the aggregate principal
amount of the then outstanding existing convertible notes. The
Company may prepay the Initial Term Loan, in whole or in part, at
any time without premium or penalty, subject to certain
conditions, and amounts repaid or prepaid may not be reborrowed.

The Companys obligations under the Credit Agreement are required
to be guaranteed by certain of its subsidiaries meeting certain
thresholds set forth in the Credit Agreement and are secured by
substantially all of the tangible and intangible assets of the
Company and the guarantors, including by a pledge of 50% of the
equity interests of the domestic subsidiaries of the Company and
guarantors and 65% of the equity interests of the first-tier
foreign subsidiaries of the Company and the guarantors.

The Credit Agreement contains customary affirmative and negative
covenants, including covenants that limit or restrict the Company
and its subsidiaries ability to, among other things, incur
indebtedness, grant liens, merge or consolidate, dispose of
assets, make investments, make acquisitions, enter into
transactions with affiliates, pay dividends or make distributions
and repurchase stock. The Credit Agreement includes customary
events of default, including among others, nonpayment of
principal or interest, material inaccuracy of representations and
failure to comply with covenants. Under certain circumstances, a
default interest rate will apply on all overdue obligations under
the Credit Agreement at a per annum rate equal to 2.00% above the
applicable interest rate for any overdue principal and 2.00%
above the rate applicable for base rate loans for any other
overdue amounts. The occurrence of an event of default could
result in the acceleration of obligations under the Credit
Agreement.

Certain of the lenders 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 its affiliates. They have received, or may in the
future receive, customary fees and commissions for these
transactions.

The foregoing summary of the Merger Agreement, the transactions
contemplated thereby and the Credit Agreement does not purport to
be complete and is subject to, and qualified in its entirety by,
the full text of the Merger Agreement furnished as Exhibit2.1 to
the Current Report on Form8-K filed by IDT on February13, 2017
and the full text of the Credit Agreement furnished as Exhibit
(b)(2) to IDTs Schedule TO/A dated April4, 2017, each of which is
incorporated herein by reference.

Item2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement
of a Registrant