SYNAPTICS INCORPORATED (FRA:SJN) Files An 8-K Entry into a Material Definitive Agreement

Item1.01 Entry into a Material Definitive Agreement.

Offering of Convertible Senior Notes

On June20, 2017, Synaptics Incorporated (the Company) entered
into a purchase agreement (the Purchase Agreement) with Wells
Fargo Securities, LLC, as representative of the several initial
purchasers named therein (collectively, the Initial Purchasers),
to which the Company agreed to issue and sell, and the Initial
Purchasers agreed to purchase, $500million aggregate principal
amount of the Companys 0.50% Convertible Senior Notes due 2022
(the Notes) in a private placement transaction to Rule 144A under
the Securities Act, as amended (the Securities Act) (the
Offering). to the Purchase Agreement, the Company also granted
the Initial Purchasers a 30-day option to purchase up to an
additional $25million aggregate principal amount of Notes, which
was exercised in full on June21, 2017. The Purchase Agreement
contains customary representations, warranties and agreements of
the Company and customary conditions to closing, indemnification
rights and obligations of the parties and termination provisions.
The net proceeds from the Offering, after deducting discounts and
commissions and estimated offering expenses payable by the
Company, are approximately $514.0million, which includes proceeds
from the exercise of the Initial Purchasers option to purchase
additional Notes. The Offering was completed on June26, 2016.

The foregoing description of the Purchase Agreement is a summary
and is qualified in its entirety by the terms of the Purchase
Agreement,a copy of which is filed as Exhibit 1.1 to this Current
Report on Form 8-K and is incorporated herein by reference.

Indenture

The Company issued the Notes under an Indenture (the Indenture),
dated as of June26, 2017, between the Company and Wells Fargo
Bank, National Association, as trustee (the Trustee).

The Notes bear interest at a rate of 0.50% per year. Interest
will accrue from June26, 2017 and will be payable semi-annually
in arrears, on June15 and December15 of each year, beginning on
December15, 2017. The Notes are senior unsecured obligations of
the Company and rank senior in right of payment to any of the
Companys indebtedness that is expressly subordinated in right of
payment to the Notes; equal in right of payment to any of the
Companys liabilities that are not so subordinated; effectively
junior in right of payment to any of the Companys secured
indebtedness to the extent of the value of the assets securing
such indebtedness; and structurally junior to all indebtedness
and other liabilities (including trade payables) of the Companys
subsidiaries.

The Notes will mature on June15, 2022 (the Maturity Date), unless
earlier repurchased, redeemed or converted.

Holders may convert all or any portion of their Notes, in
multiples of $1,000 principal amounts, at their option at any
time prior to the close of business on the business day
immediately preceding March15, 2022 only under the following
circumstances: (1)during any calendar quarter commencing after
the calendar quarter ending on September30, 2017 (and only during
such calendar quarter), if the last reported sale price of the
Companys common stock for at least 20 trading days (whether or
not

consecutive) during a period of 30 consecutive trading days
ending on the last trading day of the immediately preceding
calendar quarter is greater than or equal to 130% of the
conversion price on each applicable trading day; (2)during the
five business day period after any five consecutive trading day
period (the Measurement Period) in which the trading price per
$1,000 principal amount of Notes for each trading day of the
Measurement Period was less than 98% of the product of the last
reported sale price of the Companys common stock and the
conversion rate on each such trading day; (3)if the Company calls
any or all of the Notes for redemption, at any time prior to the
close of business on the business day immediately preceding the
redemption date; or (4)upon the occurrence of specified corporate
events.

On or after March15, 2022 until the close of business on the
business day immediately preceding the Maturity Date, holders may
convert all or any portion of their Notes, in multiples of $1,000
principal amounts, at the option of the holder regardless of the
foregoing circumstances. Upon conversion, the Company will pay or
deliver, as the case may be, cash, shares of common stock, or a
combination of cash and shares of common stock, at the Companys
election.

The conversion rate for the Notes is initially 13.6947 shares of
common stock per $1,000 principal amount of Notes (equivalent to
an initial conversion price of approximately $73.02 per share of
common stock). The conversion rate is subject to adjustment in
certain circumstances.

Upon the occurrence of a fundamental change (as defined in the
Indenture), holders of the Notes may require the Company to
repurchase for cash all or a portion of their Notes at a
fundamental change repurchase price equal to 50% of the principal
amount of the Notes to be repurchased, plus accrued and unpaid
interest to, but excluding, the fundamental change repurchase
date.

The Company may not redeem the Notes prior to June20, 2020. The
Company may redeem for cash all or any portion of the Notes, at
its option, on or after June20, 2020 if the last reported sale
price of the Companys common stock, as determined by the Company,
has been at least 130% of the conversion price then in effect for
at least 20 trading days (whether or not consecutive) during any
30 consecutive trading day period (including the last trading day
of such period) ending on, and including, the trading day
immediately preceding the date on which the Company provides
notice of redemption at a redemption price equal to 50% of the
principal amount of the Notes to be redeemed, plus accrued and
unpaid interest to, but excluding, the redemption date. No
sinking fund is provided for the Notes, which means that the
Company is not required to redeem or retire the Notes
periodically.

The Indenture contains customary terms and covenants and events
of default. If an Event of Default (as defined therein) occurs
and is continuing, the Trustee by notice to the Company, or the
holders of at least 25% in aggregate principal amount of the
Notes then outstanding by notice to the Company and the Trustee,
may, and the Trustee at the request of such holders shall,
declare 50% of the principal of and accrued and unpaid interest,
if any, on all the Notes to be due and payable. In the case of
certain events of bankruptcy, insolvency or reorganization (as
set forth in the Indenture), 50% of the principal of and accrued
and unpaid interest on the Notes will automatically become due
and payable.

The Trustee or its affiliates have provided and may, from time to
time, continue to provide certain commercial banking, financial
advisory, investment banking and other services to the Company,
for which they have received and may continue to receive
customary fees and reimbursements of expenses.

An affiliate of the Trustee is an agent and a lender under the
Companys credit agreement. In addition, an affiliate of the
Trustee is one of the Initial Purchasers.

The foregoing description of the Notes and the Indenture is a
summary and is qualified in its entirety by the terms of the
Indenture and the form of Note included therein, copies of which
are filed as Exhibits 4.1 and 4.2, respectively, to this Current
Report on Form 8-K and are incorporated herein by reference.

Item2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information required by this Item 2.03 relating to the Notes
and the Indenture is contained in Item 1.01 above and is
incorporated herein by reference.

The information set forth under Item 1.01 of this Current Report
on Form 8-K is incorporated herein by reference.

The Company offered and sold the Notes to the Initial Purchasers
in reliance on the exemption from registration provided by
Section4(a)(2) of the Securities Act, and for resale by the
Initial Purchasers to persons reasonably believed to be qualified
institutional buyers to the exemption from registration provided
by Rule 144A under the Securities Act. The Company relied on
these exemptions from registration based in part on
representations made by the Initial Purchasers in the Purchase
Agreement. The shares of common stock issuable upon conversion of
the Notes, if any, have not been registered under the Securities
Act and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

Concurrent Share Repurchase

As previously announced, repurchases of the Companys common stock
were effected concurrently with the pricing of the Offering
described above in privately negotiated transactions effected
with or through Wells Fargo Securities, LLC or one of its
affiliates to the Companys previously authorized common stock
repurchase program. The Company repurchased a total of 1,698,400
shares of common stock indirectly from purchasers of Notes in the
Offering at a purchase price per share equal to the closing price
per share of the Companys common stock on June20, 2017, which was
$55.11, for an aggregate purchase price of approximately
$93.6million.

SYNAPTICS Inc Exhibit
EX-1.1 2 d394134dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION VERSION       SYNAPTICS INCORPORATED (a Delaware corporation) $500,…
To view the full exhibit click here
SYNAPTICS INCORPORATED (FRA:SJN) Recent Trading Information

SYNAPTICS INCORPORATED (FRA:SJN) closed its last trading session down -0.97 at 52.80 with 0 shares trading hands.