Rambus Inc. (NASDAQ:RMBS) Files An 8-K Entry into a Material Definitive Agreement


Rambus Inc. (NASDAQ:RMBS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

On March5, 2018, Rambus Inc. (NASDAQ: RMBS) (“Rambus” or the “Company”) entered into a Supplemental Confirmation under the Master Confirmation entered into on March5, 2018 (the “Master Agreement”, and together with the Supplemental Confirmation, the “ASR Agreement”) with Citibank, N.A. (“Citibank”) to an accelerated share repurchase program (“ASR Program”) under which the Company will repurchase shares of the Company’s common stock (the “Common Stock”), as part of the Company’s share repurchase program for an aggregate purchase price of approximately $50million.

Under the ASR Agreement, Rambus will pre-pay to Citibank the $50million purchase price for the Common Stock and the Company will receive an initial delivery of approximately 3.1million shares from Citibank within the first week of the ASR Program. The number of shares to be ultimately purchased by the Company under the ASR Program will be determined based on the volume weighted average price of the Company’s Common Stock during the terms of the transaction (the “Valuation Period”), minus an agreed upon discount between the parties. The program is expected to be completed within six months. The shares of Common Stock will be delivered by Citibank to Rambus on the third business day following the Valuation Period described above.

The ASR Agreement is part of a broader share repurchase program previously authorized by the Board of Directors of the Company. As of March5, 2018, before giving effect to the transaction under the ASR Agreement, there remained an outstanding authorization under the share repurchase program to repurchase approximately 7.4million shares of the outstanding Common Stock.

The description of the ASR Agreement contained herein is qualified in its entirety by reference to the ASR Agreement that is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The ASR Agreement contains other terms governing the repurchase of the Common Stock, including, but not limited to, the mechanism used to determine the final settlement of the repurchase of the Common Stock, the method of such settlement, the circumstances under which Citibank is permitted to make adjustments to the terms of the ASR Agreement, the circumstances under which the ASR Agreement may be terminated early, and various acknowledgements, representations and warranties made by the Company and Citibank.

Item 1.01. Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information called for by this item is contained in Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.

Item 1.01. Other Events.

On March6, 2018, Rambus issued a press release announcing its entry into the ASR Agreement. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The information in this press release shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 1.01. Financial Statements and Exhibits.

(d) Exhibits.

EX-10.1 2 d526267dex101.htm EXHIBIT 10.1 Exhibit 10.1 Exhibit 10.1 Citibank,…
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About Rambus Inc. (NASDAQ:RMBS)

Rambus Inc. produces semiconductor and intellectual property (IP) products, spanning memory and interfaces to security, sensors and lighting. The Company’s products are integrated into devices and systems, powering and securing diverse applications, including big data and media platforms. Its segments include Memory and Interfaces Division (MID) and Cryptography Research Division (CRD). The Company has over four operational units, including MID, CRD, emerging solutions division (ESD), and lighting and display technologies (LDT). MID focuses on the design, development and licensing of technology that is related to memory and interfaces. CRD focuses on the design, development and licensing of technologies for chip and system security, anti-counterfeiting and mobile payments. ESD includes its computational sensing and imaging group along with its development efforts in the area of emerging technologies. LDT focuses on the design, development and licensing of technologies for lighting.