On June 18, 2019, by mutual agreement, MACOM Technology Solutions Holdings, Inc. (the “Company”) and Goertek (HongKong) Co., Limited (“Goertek”) terminated the Share Purchase Agreement, dated as of April 24, 2019, by and between the Company, MACOM Wireless Cayman Limited, MACOM Wireless (HK) Limited, both wholly-owned, indirect subsidiaries of the Company, and Goertek (the “Share Purchase Agreement”). The Company and Goertek reviewed the updated business considerations associated with the proposed joint venture and mutually agreed to irrevocably terminate the Share Purchase Agreement in its entirety, with all liabilities, obligations and duties owed therein irrevocably relinquished and surrendered, and all obligations and duties owed or required to be performed thereunder irrevocably waived and released.

On June 17, 2019, the Company committed to a restructuring plan designed to streamline and improve its operations. The plan includes the refocusing of certain research and development activities and a reduction in workforce and is expected to provide annual expense savings of $50 million. A majority of the fiscal year 2019 annualized savings associated with the plan are expected to be realized during the fourth fiscal quarter. The plan is expected to be completed by mid-calendar year 2020, and is expected to result in approximately $14 million of restructuring charges. The restructuring activities are expected to result in cash payments of approximately $7 million for employee severance obligations and approximately $2 to $3 million to settle other contractual commitments, primarily to be paid during the fourth fiscal quarter of 2019.

In addition, the Company is performing a recoverability assessment for its long-lived assets, most specifically its intangible assets that may be impacted by the restructuring plan. As of March 29, 2019, these intangible assets had a carrying value of $472 million. To date, the Company has identified approximately $15 million of non-cash impairment charges in addition to the restructuring charges discussed above, associated with these restructuring actions.

This Current Report on Form 8-K contains forward-looking statements based on the Company’s beliefs and assumptions and on information currently available to the Company. These forward-looking statements include, among others, statements about the Company’s strategic plans and the expected impact of the proposed restructuring plan. These forward-looking statements reflect the Company’s current views about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause those events or the Company’s actual activities or results to differ materially from those expressed in any forward-looking statement. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot and does not guarantee future events, results, actions, levels of activity, performance or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements, including, but not limited to, those factors described in “Risk Factors” in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

The information in Item 2.05 of this Current Report on Form 8-K is incorporated herein by reference.

On June 18, 2019, the Company issued a press release updating guidance for its fiscal third quarter ending June 28, 2019. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

(d) Exhibits.

MACOM Technology Solutions Holdings, Inc. Exhibit
EX-99.1 2 ex991-pressreleasex61819.htm EXHIBIT 99.1 Exhibit MACOM100 Chelmsford StreetLowell,…
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About 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.