CYPRESS SEMICONDUCTOR CORPORATION (NASDAQ:CY) Files An 8-K Entry into a Material Definitive AgreementItem 1.01Entry Into a Material Definitive Agreement.
On March 12, 2018 (the “Closing Date”), Cypress Semiconductor Corporation (the “Company”) entered into Amendment No. 7 to Amended and Restated Credit and Guaranty Agreement, dated as of March 12, 2018, by and among the Company, the subsidiaries of the Company party thereto as Guarantors, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent (the “Amendment”). The Amendment amends the Amended and Restated Credit and Guaranty Agreement, dated as of March 12, 2015, by and among the Company, the subsidiaries of the Company party thereto as Guarantors, the lenders party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent, and Morgan Stanley Bank, N.A., as issuing bank (as amended, modified or supplemented, the “Credit Agreement”). The Credit Agreement provides for $540.0 million in revolving commitments (the “Revolving Loans”) and term loans in the aggregate original principal amount of $542.25 million (the “2016 Term Loans”).
The Amendment amends the Credit Agreement to, among other things, reduce the applicable margin for the 2016 Term Loans and the Revolving Loans. After giving effect to the Amendment, (i) the 2016 Term Loans will bear interest, at the option of the Company, at the base rate plus an applicable margin of 1.25% or the Eurodollar rate plus an applicable margin of 2.25% and (ii) the Revolving Loans will bear interest, at the option of the Company, at the base rate plus an applicable margin of either 0.75% or 1.00%, depending on the Company’s secured leverage ratio, or the Eurodollar rate plus an applicable margin of 1.75% or 2.00%, depending on the Company’s secured leverage ratio. In addition, the Amendment amended the Credit Agreement to remove the fixed charge coverage ratio financial covenants and for the 2016 Term Loans, to remove the Total Leverage Ratio covenant, change the required amortization payments to 1% per annum and to waive the excess cash flow mandatory repayment for Fiscal 2017.
Certain of the lenders and their affiliates have engaged in, and may in the future engage in, 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 those transactions and any advisory services.
The foregoing description is qualified in its entirety by reference to the Amendment which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
CYPRESS SEMICONDUCTOR CORP /DE/ ExhibitEX-10.1 2 a8-kq118refinanceexhibits.htm EXHIBIT 10.1 7 ADMENDMENT Q1’18 REFINANCING Exhibit Exhibit 10.1AMENDMENT NO. 7 TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENTTHIS AMENDMENT NO. 7 TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT,…To view the full exhibit click here
About CYPRESS SEMICONDUCTOR CORPORATION (NASDAQ:CY)
Cypress Semiconductor Corporation delivers solutions from automotive, industrial and networking platforms to interactive consumer and mobile devices. The Company’s segments include Programmable Systems Division, Memory Products Division, Data Communications Division and Emerging Technologies Division. The Programmable Solutions Division designs and develops solutions for end-product manufacturers. The Memory Products Division designs and manufactures portfolio of high-performance memories for embedded systems. The Data Communications Division focuses on solutions for industrial, handset and consumer applications. The Emerging Technologies Division consists of its subsidiaries, AgigA Tech, Inc. and Deca Technologies, Inc. Its product portfolio includes NOR flash memories, Traveo microcontrollers, programmable system-on-chip solutions, CapSense capacitive touch-sensing controllers, and Wireless Bluetooth Low-Energy and universal serial bus (USB) connectivity solutions.
