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

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withdrawn to the Offer, representing approximately 80.42% of the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and not withdrawn to the Offer constituted a majority of the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

The description of
the Credit Agreement set forth under Item 2.01 above 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

Item8.01
Other Events

On April4, 2017,
IDT issued a press release announcing the completion of the
Offer. A copy of that press release is incorporated by reference
to Exhibit (a)(5)(vi) included in IDTs amendment to Schedule TO
dated April4, 2017.

Item9.01
Financial Statements and Exhibits.

(a)
Financial Statements of Business Acquired

To be filed by
amendment not later than 71 calendar days after the date this
Current Report is required to be filed.

(b) Pro
Forma Financial Information

To be filed by
amendment not later than 71 calendar days after the date this
Current Report is required to be filed.

Forward-Looking
Statements

This report does
not constitute an offer to sell or the solicitation of an offer
to buy any securities. This report contains forward-looking
statements, including, but not limited to, statements related to
the anticipated consummation of the acquisition of GigPeak and
the timing, benefits and financing thereof, IDTs strategy, plans,
objectives, expectations (financial or otherwise) and intentions,
future financial results and growth potential, anticipated
product portfolio, development programs, patent terms and other
statements that are not historical facts. These forward-looking
statements are based on IDTs current expectations and inherently
involve significant risks and uncertainties. Actual results and
the timing of events could differ materially from those
anticipated in such forward-looking statements as a result of
these risks and uncertainties, which include, without limitation,
risks related to the outcome of legal proceedings that may be
instituted against GigPeak and/or others relating to the
transaction; risks associated with acquisitions, such as the risk
that the businesses will not be integrated successfully, that
such integration may be more difficult, time-consuming or costly
than expected or that the expected benefits of the transaction
will not occur; risks related to future opportunities and plans
for the acquired company and its products, including uncertainty
of the expected financial performance of the acquired company and
its products; disruption from the proposed transaction, making it
more difficult to conduct business as usual or maintain
relationships with customers, employees or suppliers; the
calculations of, and factors that may impact the calculations of,
the acquisition price in connection with the merger and the
allocation of such acquisition price to the net assets acquired
in accordance with applicable accounting rules and methodologies;
and the possibility that if the acquired company does not achieve
the perceived benefits of the proposed transaction as rapidly or
to the extent anticipated by financial analysts or investors, the
market price of IDTs shares could decline, as well as other risks
related to IDTs and GigPeaks businesses detailed from
time-to-time under the caption Risk Factors and elsewhere in IDTs
and the GigPeaks respective SEC filings and reports, including
the Annual Report of GigPeak on Form 10-K for the year ended
December31, 2016 and the Annual Report of IDT on Form 10-K for
the year ended April3, 2016. IDT undertakes no duty of obligation
to update any forward-looking statements contained in this
presentation as a result of new information, future events or
changes in its expectations.

(d)
Exhibits.

ExhibitNo.		Description
2.1*		Agreement and Plan of Merger, dated February13, 2017, by and among Integrated Device Technology, Inc., Glider Merger Sub, Inc. and GigPeak, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Integrated Device Technology, Inc. with the SEC on February13, 2017).
10.1		Credit Agreement, dated as of April4, 2017, by and among JPMorgan Chase Bank, N.A. (and the other lenders party thereto) and IDT (and certain of its affiliates) (incorporated by reference to Exhibit (b)(2) included in IDTs amendment to Schedule TO dated April4, 2017).
99.1		Press release issued by Integrated Device Technology, Inc. announcing the expiration and results of the offer on April4, 2017 (incorporated by reference to Exhibit (a)(5)(vi) included in IDTs amendment to Schedule TO dated April4, 2017).

*	Schedules and exhibits to the Agreement and Plan of Merger have been omitted to Item 601(b)(2) of Regulation S-K. IDT will furnish copies of any such schedules and exhibits to the SEC upon request.

to the
requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its
behalf by the undersigned, hereunto duly authorized.

Date:April 4,
2017

EXHIBIT
INDEX

ExhibitNo.		Description
2.1*		Agreement and Plan of Merger, dated February13, 2017, by and among Integrated Device Technology, Inc., Glider Merger Sub, Inc. and GigPeak, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Integrated Device Technology, Inc. with the SEC on February13, 2017).
10.1		Credit Agreement, dated as of April4, 2017, by and among JPMorgan Chase Bank, N.A. (and the other lenders party thereto) and IDT (and certain of its affiliates) (incorporated by reference to Exhibit (b)(2) included in IDTs amendment to Schedule TO dated April4, 2017).
99.1		Press release issued by Integrated Device Technology, Inc. announcing the expiration and results of the offer on April4, 2017 (incorporated by reference to Exhibit (a)(5)(vi) included in IDTs amendment to Schedule TO dated April4, 2017).

*	Schedules and exhibits to the Agreement and Plan of Merger have been omitted

About Integrated Device Technology, Inc. (NASDAQ:IDTI)
Integrated Device Technology, Inc. develops system-level solutions that optimize its customers’ applications. The Company operates through two segments: the Communications, and the Computing, Consumer and Industrial. It offers products in radio frequency (RF), timing, wireless power transfer, serial switching, interfaces and sensing solutions. It offers a range of mixed-signal solutions for the communications, computing, consumer, automotive and industrial segments. These products are used for development in areas, such as fourth generation (4G) infrastructure, network communications, cloud datacenters and power management for computing and mobile devices. It offers solutions in designing communications, computing, consumer, automotive and industrial applications. It markets its products to original equipment manufacturers (OEMs) through a range of channels, including direct sales, distributors and electronic manufacturing suppliers (EMSs). Integrated Device Technology, Inc. (NASDAQ:IDTI) Recent Trading Information
Integrated Device Technology, Inc. (NASDAQ:IDTI) closed its last trading session up +0.11 at 23.61 with 1,796,223 shares trading hands.