MACOM Technology Solutions Holdings, Inc. (NASDAQ:MTSI) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
Purchase Agreement
On October 27, 2017, MACOM Technology Solutions Holdings, Inc. (“MACOM”) and MACOM Connectivity Solutions, LLC (“MACOM Connectivity”), a wholly-owned, indirect subsidiary of MACOM, entered into a Purchase Agreement (the “Purchase Agreement”) with Project Denver Holdings LLC (“Buyer”), to which MACOM and MACOM Connectivity agreed to the sale and transfer to Buyer of MACOM’s ARM-based compute processor business and non-communications workload processor business (the “Compute Business”). MACOM had previously acquired the Compute Business in its acquisition of Applied Micro Circuits Corporation on January 26, 2017 and has accounted for the Compute Business as discontinued operations in its financial statements since the date of acquisition.
In consideration for the transfer and sale of the Compute Business, MACOM Connectivity received an equity interest in Buyer valued at approximately $36.5million and representing less than 20% of Buyer’s total outstanding equity. Under the Purchase Agreement, MACOM agreed to guarantee the financial obligations of MACOM Connectivity thereunder and to cause the delivery of the Compute Business assets transferable to Buyer according to its terms.
The transactions contemplated by the Purchase Agreement closed contemporaneously with its signing, with the exception of the transfer of certain assets and entities related to the Compute Business that are held outside of the United States, which will be transferred upon receipt of applicable foreign approvals.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complete text of the Purchase Agreement, which is filed with this Current Report on Form 8-K as Exhibit 2.1. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of that agreement and as of specific dates, are solely for the benefit of the parties to the Purchase Agreement, are not intended as statements of fact to be relied upon by shareholders or other security holders of MACOM, may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement, and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors.
Item 1.01. Completion of Acquisition or Disposition of Assets.
The description of the Purchase Agreement in Item 1.01 above is incorporated by reference into this Item 1.01.
Item 1.01. Regulation FD Disclosure.
On October 27, 2017, MACOM issued a press release announcing the sale of the Compute Business. A copy of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K and incorporated herein by reference.
Item 1.01. Financial Statements and Exhibits.
(b) Pro forma financial information.
The unaudited pro forma condensed combined balance sheet as of June30, 2017 has been prepared to give effect to the sale of the Compute Business as if it had been completed on June30, 2017. The unaudited pro forma condensed combined statement of operations for the nine months ended June30, 2017 and the fiscal year ended September30, 2016 have been prepared to reflect the sale of the Compute Business as if it had been completed on October3, 2015. In addition, because MACOM acquired the Compute Business in its acquisition of Applied Micro
Circuits Corporation on January26, 2017, unaudited pro forma financial information has been prepared for the same dates to include the effects of the acquisition of Applied Micro Circuits Corporation. The unaudited pro forma condensed combined balance sheet as of June30, 2017 and the unaudited pro forma condensed combined statement of operations for the nine months ended June30, 2017 and year ended September30, 2016 are filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
(d) Exhibits.
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Exhibit Number |
Description |
| 2.1 | Purchase Agreement by and among MACOM Connectivity Solutions, LLC, Project Denver Holdings LLC, and MACOM Technology Solutions Holdings, Inc., dated October 27, 2017. |
| 99.1 | Press Release issued by MACOM Technology Solutions Holdings, Inc., dated October 27, 2017. |
| 99.2 | Unaudited pro forma condensed combined balance sheet as of June 30, 2017 of MACOM Technology Solutions Holdings, Inc. and the unaudited pro forma condensed combined statement of operations of MACOM Technology Solutions Holdings, Inc. for the nine months ended June 30, 2017 and fiscal year ended September30, 2016. |
| Schedules to the Purchase Agreement have been omitted to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules to the U.S. Securities and Exchange Commission upon request. |
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MACOMTECHNOLOGYSOLUTIONS HOLDINGS,INC. |
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| Dated: | October 27, 2017 | By: | /s/ John Croteau |
| Name: |
John Croteau |
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Title: |
President and Chief Executive Officer |
EXHIBIT INDEX
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Exhibit Number |
Description |
| 2.1 | Purchase Agreement by and among MACOM Connectivity Solutions, LLC, Project Denver Holdings LLC, and MACOM Technology Solutions Holdings, Inc., dated October 27, 2017. |
| 99.1 | Press Release issued by MACOM Technology Solutions Holdings, Inc., dated October 27, 2017. |
| 99.2 | Unaudited pro forma condensed combined balance sheet as of June30, 2017 of MACOM Technology Solutions Holdings, Inc. and the unaudited pro forma condensed combined statement of operations of MACOM Technology Solutions Holdings, Inc. for the nine months ended June30, 2017 and fiscal year ended September30, 2016. |
Schedules to the Purchase Agreement have been omitted MACOM Technology Solutions Holdings, Inc. ExhibitEX-2.1 2 d462503dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 EXECUTION VERSION PURCHASE AGREEMENT BY AND AMONG MACOM CONNECTIVITY SOLUTIONS,…To view the full exhibit click hereAbout MACOM Technology Solutions Holdings, Inc. (NASDAQ:MTSI) MACOM Technology Solutions Holdings, Inc. is a provider of high-performance analog semiconductor solutions that enable Internet applications, the cloud-connected applications economy, and the networked battlefield across the radio frequency (RF), microwave, millimeterwave and photonic spectrum. It has multiple design centers, silicon, gallium arsenide and indium phosphide fabrication, manufacturing, assembly and test, and operational facilities throughout North America, Europe, Asia and Australia. It also offers foundry services. It offered a portfolio of over 4,500 standard and custom devices, which include integrated circuits, multi-chip modules, power pallets and transistors, diodes, amplifiers, switches and switch limiters, passive and active components and complete subsystems, across more than 40 product lines serving three primary markets, as of September 30, 2016. The Company’s products are RF Power Products, Optoelectronics and Photonic Solutions, among others. |