MaxLinear, Inc. (NYSE:MXL) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive Agreement
The paragraph under the header Commitment Letter in Item 1.01 of
the Original 8-K is hereby amended and restated as follows:
Commitment Letter
In connection with the Merger Agreement, MaxLinear entered into a
debt commitment letter (the Commitment Letter), dated as
of March28, 2017, with JPMorgan Chase Bank, N.A. (JPMCB),
Deutsche Bank AG New York Branch (DBNY and, together with
JPMCB, the Initial Lenders) and Deutsche Bank Securities
Inc. (DBSI), to which the Initial Lenders have committed
to provide a secured term loan facility in an aggregate principal
amount of up to $425,000,000, subject to the satisfaction of
certain customary closing conditions (the Debt Financing).
The facilities are available (i)to finance the Merger, refinance
certain existing indebtedness of Exar and its subsidiaries, and
fund all related transactions, (ii)to pay fees and expenses
incurred in connection therewith and (iii)for working capital and
general corporate purposes. Under the terms of the Commitment
Letter, the JPMCB and DBSI will act as joint lead arrangers and
joint bookrunning managers in connection with the Debt Financing.
The definitive documentation governing the Debt Financing has not
been finalized, and, accordingly, the actual terms may differ
from the description of such terms in the Commitment Letter. The
foregoing description of the Commitment Letter does not purport
to be complete and is qualified in its entirety by reference to
the Commitment Letter, a copy of which is filed herewith as
Exhibit 10.1 and is incorporated by reference herein.
Item9.01 Financial Statements and Exhibits.
The list of exhibits in Item 9.01(d) of the Original 8-K is
hereby amended and restated as follows:
(d) Exhibits
|
Exhibit No. |
Description |
|
| 2.1 |
Agreement and Plan of Merger, dated as of March28, 2017, by and among MaxLinear, Inc., a Delaware corporation, Exar Corporation, a Delaware corporation, and Eagle Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of MaxLinear. 1,2 |
|
| 10.1 |
Debt Commitment Letter by and among MaxLinear, Inc., JPMorgan Chase Bank, N.A., Deutsche Bank AG New York Branch, and Deutsche Bank Securities Inc., dated as of March28, 2017 |
|
| 99.1 |
Form of Support Agreement by and between MaxLinear, Inc. and certain stockholders of Exar Corporation dated March28, 2017 |
|
| 99.2 |
Form of Support Agreement by and between MaxLinear, Inc. and Simcoe Capital Management, LLC and the other signatories thereto dated March28, 2017 |
|
| 99.3 |
Joint Press Release issued by MaxLinear, Inc. and Exar Corporation dated March29, 2017 |
|
Schedules have been omitted to Item 601(b)(2) of Regulation S-K. MaxLinear agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule upon request. |
|
Filed with MaxLinear, Inc.s Current Report on Form 8-K filed on March29, 2017 and incorporated herein by reference. |
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.
| Date: March31, 2017 | MAXLINEAR, INC. | |||||
| (Registrant) | ||||||
| By: |
/s/ Kishore Seendripu |
|||||
| Kishore Seendripu | ||||||
| President and Chief Executive Officer |
EXHIBIT INDEX
|
Exhibit No. |
Description |
|
| 2.1 |
Agreement and Plan of Merger, dated as of March28, 2017, by and among MaxLinear, Inc., a Delaware corporation, Exar Corporation, a Delaware corporation, and Eagle Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of MaxLinear. 1,2 |
|
| 10.1 |
Debt Commitment Letter by and among MaxLinear, INc., JPMorgan Chase Bank, N.A., Deutsche Bank AG New York Branch, and Deutsche Bank Securities Inc., dated as of March28, 2017 |
|
| 99.1 |
Form of Support Agreement by and between MaxLinear, Inc. and certain stockholders of Exar Corporation dated March28, 2017 |
|
| 99.2 |
Form of Support Agreement by and between MaxLinear, Inc. and Simcoe Capital Management, LLC and the other signatories thereto dated March28, 2017 |
|
| 99.3 |
Joint Press Release issued by MaxLinear, Inc. and Exar Corporation dated March29, 2017 |
| Schedules have been omitted |
About MaxLinear, Inc. (NYSE:MXL)
MaxLinear, Inc. is a provider of integrated, radio-frequency (RF) and mixed-signal integrated circuits for broadband communications and data center, metro, and long-haul transport network applications. The Company’s RF receiver products capture and process digital and analog broadband signals to be decoded for various applications. The Company’s products enable the display of broadband video and data content in a range of electronic devices, including cable and terrestrial and satellite set-top boxes, data over cable service interface specification (DOCSIS) data and voice gateways, hybrid analog and digital televisions, satellite low-noise blocker transponders or outdoor units, and optical modules for data center, metro and long-haul transport network applications. The Company offers semiconductor products, such as RF Receivers, RF Receiver systems-on-chip (SoCs), Laser Modulator Drivers, Transimpedance Amplifiers, and Clock and Data Recovery Circuits. MaxLinear, Inc. (NYSE:MXL) Recent Trading Information
MaxLinear, Inc. (NYSE:MXL) closed its last trading session up +0.07 at 28.05 with 633,734 shares trading hands.
