MaxLinear, Inc. (NYSE:MXL) Files An 8-K Entry into a Material Definitive Agreement
Item1.01. Entry into a Material Definitive Agreement.
On May12, 2017 (the Lending Date), MaxLinear,
Inc. (the Company) entered into a Credit
Agreement (the Credit Agreement), by and among
the Company, the lenders from time to time party thereto, and
JPMorgan Chase Bank, N.A., as administrative agent and collateral
agent.
The Credit Agreement provides for a secured term B loan facility
(the Initial Term Loan) in an aggregate
principal amount of $425.0million. The Initial Term Loan was
fully drawn at the Lending Date and the proceeds of the Initial
Term Loan were used to finance the Offer (as defined below) and
the Merger (as defined below) and pay fees and expenses incurred
in connection therewith. The Credit Agreement permits the Company
to request incremental loans in an aggregate principal amount not
to exceed the sum of $160.0million (subject to adjustments for
any voluntary prepayments), plus an unlimited amount that is
subject to pro forma compliance with certain secured leverage
ratio and total leverage ratio tests. Incremental loans are
subject to certain additional conditions, including obtaining
additional commitments from the lenders then party to the Credit
Agreement or new lenders.
Loans under the Credit Agreement bear interest, at the Companys
option, at a rate equal to either (i)a base rate equal to the
highest of (x)the federal funds rate, plus 0.50%, (y) the prime
rate then in effect and (z)an adjusted LIBOR rate determined on
the basis of a one-month interest period, plus 1.0% or (ii)an
adjusted LIBOR rate, subject to a floor of 0.75%, in each case,
plus an applicable margin of 2.50% in the case of LIBOR rate
loans and 1.50% in the case of base rate loans. Commencing on
September30, 2017, the Initial Term Loan will amortize in equal
quarterly installments equal to 0.25% of the original principal
amount of the Initial Term Loan, with the balance payable on the
maturity date.
The Company is required to make mandatory prepayments of the
outstanding principal amount of term loans under the Credit
Agreement with the net cash proceeds from the disposition of
certain assets and the receipt of insurance proceeds upon certain
casualty and condemnation events, in each case, to the extent not
reinvested within a specified time period, from excess cash flow
beyond stated threshold amounts, and from the incurrence of
certain indebtedness. The Company has the right to prepay its
term loans under the Credit Agreement, in whole or in part, at
any time without premium or penalty, subject to certain
limitations and a 1.0% soft call premium applicable during the
first six months following the Lending Date. The Initial Term
Loan will mature on the seventh anniversary of the Lending Date,
at which time all outstanding principal and accrued and unpaid
interest on the Initial Term Loan must be repaid. The Company is
also obligated to pay fees customary for a credit facility of
this size and type.
The Companys obligations under the Credit Agreement are required
to be guaranteed by certain of its domestic subsidiaries meeting
materiality thresholds set forth in the Credit Agreement. Such
obligations, including the guaranties, are secured by
substantially all of the assets of the Company and the subsidiary
guarantors to a Security Agreement, dated as of May 12, 2017, by
and among the Company, the subsidiary guarantors from time to
time party thereto, and JPMorgan Chase Bank, N.A., as collateral
agent.
The Credit Agreement contains customary affirmative and negative
covenants, including covenants limiting the ability of the
Company and its restricted subsidiaries to, among other things,
incur debt, grant liens, undergo certain fundamental changes,
make investments, make certain restricted payments, and sell
assets, in each case, subject to limitations and exceptions set
forth in the Credit Agreement. The Credit Agreement also contains
customary events of default that include, among other things,
certain payment defaults, cross defaults to other indebtedness,
covenant defaults, change in control defaults, judgment defaults,
and bankruptcy and insolvency defaults. If an event of default
exists, the lenders may require immediate payment of all
obligations under the Credit Agreement, and may exercise certain
other rights and remedies provided for under the Credit
Agreement, the other loan documents and applicable law.
Certain of the lenders under the Credit Agreement 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 the Companys affiliates.
The lenders and their affiliates have received, or may in the
future receive, customary fees and commissions for these
transactions.
The foregoing descriptions of the Credit Agreement and the
Security Agreement do not purport to be complete and are
qualified in their entirety by the terms and conditions of the
Credit Agreement and Security Agreement, which are attached
hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are
incorporated herein by reference.
Item2.01. Completion of Acquisition or Disposition of
Assets.
As previously disclosed, on March28, 2017, the Company, Eagle
Acquisition Corporation, a Delaware corporation and a
wholly-owned subsidiary of the Company
(Purchaser), and Exar Corporation
(Exar) entered into an Agreement and Plan of
Merger (the Merger Agreement) to which, on
April13, 2017, Purchaser commenced a cash tender offer to acquire
all of the shares of Exars common stock (Shares)
for a purchase price of $13.00 per share (the Offer
Price), net to the holders thereof in cash, and subject
to reduction for any applicable U.S. federal withholding, back-up
withholding or other applicable tax withholdings, upon the terms
and conditions set forth in the offer to purchase dated April13,
2017 (the Offer to Purchase) filed with the
United States Securities and Exchange Commission as Exhibit
(a)(1)(A) to the Tender Offer Statement on Schedule TO (the
Schedule TO), and in the related letter of
transmittal (the Letter of Transmittal), filed
as Exhibit (a)(1)(B) to the Schedule TO, which, together with any
other related materials, collectively constitute the
Offer. The Merger Agreement provides that
following the completion of the Offer, Purchaser would be merged
with and into Exar (the Merger).
The Offer expired at 12:00 midnight (Eastern Time) at the end of
May11, 2017. The Company and Purchaser were advised by
Computershare Trust Company, N.A. (Depositary)
that, as of the expiration of the Offer, a total of
44,385,399Shares had been validly tendered into and not withdrawn
to the Offer, representing approximately 85.4% of the outstanding
Shares as of 12:00 midnight (Eastern Time), at the end of May11,
2017. Additionally, the Depositary advised the Company and the
Purchaser that an additional 895,150Shares had been tendered by
notice of guaranteed delivery, representing approximately 1.7% of
the outstanding Shares at such time. The aggregate number of
Shares validly tendered and not properly withdrawn to the Offer
satisfies the Minimum Condition (as defined in the Schedule TO).
All conditions to the Offer having been satisfied, Purchaser has
accepted for payment, and is required to promptly pay for, all
Shares validly tendered to the Offer and not properly withdrawn.
Following the acceptance of Shares tendered in the Offer,
Purchaser acquired sufficient Shares to consummate the Merger
without a vote of Exars stockholders in accordance with Section
251(h) of the Delaware General Corporation Law (the DGCL), and on
May12, 2015, following acceptance of the tendered Shares,
Purchaser merged with and into Exar, with Exar surviving as a
wholly-owned subsidiary of the Company. At the Effective Time (as
defined in the Schedule TO), each Share issued and outstanding
immediately prior to the Effective Time and not tendered to the
Offer (other than Shares owned by the Company, any subsidiary of
the Company or Exar or held in treasury of the Exar, and Shares
held by stockholders who have properly and validly exercised
their statutory rights of appraisal in respect of such Shares in
accordance with Section262 of the DGCL) was cancelled and
automatically converted into the right to receive an amount equal
to the Offer Price, net to the holder in cash, without interest
and less any applicable U.S. federal withholding, back-up withholding or other
applicable tax withholdings. Promptly following consummation of
the Merger, the Company intends to cause all Shares to be
delisted from the NYSE and deregistered under the Exchange
Act.
The aggregate
amount paid by Purchaser in the Offer and Merger was
approximately $687million. The Company 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.
The Company funded
the acquisition of the Shares in the Offer and the Merger from
its available cash on hand, cash on hand at Exar, and net
proceeds from borrowings under the Credit Agreement.
The foregoing
summary and reference the Merger Agreement and Offer, and the
transactions contemplated thereby, does not purport to be
complete and is subject to, and qualified in its entirety by, the
full text of the Merger Agreement and the Tender Offer Statement
on Schedule TO, and the exhibits thereto, each of which is
incorporated herein by reference to Exhibits 2.1 and 99.1,
respectively.
Item8.01.
Other Events.
On May12, 2017,
the Company issued a press release announcing the expiration and
results of the Offer and the completion of the Merger. The full
text of the press release is included as Exhibit 99.2 hereto and
incorporated herein by reference.
Item9.01
Financial Statements and Exhibits.
(d)
Exhibits
|
Exhibit No. |
Description |
|
| 2.1 |
Agreement and Plan of Merger, dated March28, 2017, by and among MaxLinear, Inc., Eagle Acquisition Corporation, and Exar Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by MaxLinear, Inc. with the Securities and Exchange Commission on March29, 2017).* |
|
| 10.1 |
Credit Agreement, dated as of May12, 2017, by and among MaxLinear, Inc., the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.* |
|
| 10.2 |
Security Agreement, dated as of May12, 2017, by and among MaxLinear, Inc., the subsidiary guarantors from time to time party thereto, and JPMorgan Chase Bank, N.A., as collateral agent.* |
|
| 99.1 |
Tender Offer Statement on Schedule TO and Exhibits (incorporated by reference to the Tender Offer Statement on Schedule TO filed by MaxLinear, Inc. with the Securities and Exchange Commission on April13, 2017). |
|
| 99.2 | Press Release by MaxLinear, Inc., dated May12, 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. |
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: May12, 2017 | MAXLINEAR, INC. | |||||
| By: |
/s/ Kishore Seendripu, Ph.D. |
|||||
| Kishore Seendripu, Ph.D. | ||||||
| President and Chief Executive Officer |
EXHIBIT
INDEX
|
Exhibit No. |
Description |
|
| 2.1 |
Agreement and Plan of Merger, dated March28, 2017, by and among MaxLinear, Inc., Eagle Acquisition Corporation, and Exar Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by MaxLinear, Inc. with the Securities and Exchange Commission on March29, 2017).* |
|
| 10.1 |
Credit Agreement, dated as of May12, 2017, by and among MaxLinear, Inc., the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.* |
|
| 10.2 |
Security Agreement, dated as of May12, 2017, by and among MaxLinear, Inc., the subsidiary guarantors from time to time party thereto, and JPMorgan Chase Bank, N.A., as collateral agent.* |
|
| 99.1 |
Tender Offer Statement on Schedule TO and Exhibits (incorporated by reference to the Tender Offer Statement on Schedule TO filed by MaxLinear, Inc. with the Securities and Exchange Commission on April13, 2017). |
|
| 99.2 | Press Release by MaxLinear, Inc., dated May12, 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 down -0.09 at 30.12 with 1,449,935 shares trading hands.