Business Combinations | 5. Business Combination Pending Merger with QLogic Corporation On June 15, 2016, the Company entered into an Agreement and Plan of Merger with QLogic Corporation (“QLogic”), a supplier of high performance networking infrastructure solutions, (the “QLogic merger agreement”). Subject to the terms and conditions of the QLogic merger agreement, the Company is seeking to acquire all of the outstanding QLogic common stock for approximately $15.50 per share, comprised of $11.00 per share in cash and 0.098 of a share (valued based on the Company’s volume weighted trading price for the three trading days beginning June 10, 2016) of the Company’s common stock for each share of QLogic common stock through an exchange offer. Upon completion of the merger, QLogic will survive as a wholly owned subsidiary of the Company, and each issued and outstanding share of QLogic common stock, other than shares held in treasury, will be converted into the right to receive the merger consideration. The Company intends to fund the merger consideration with a combination of cash on hand, committed debt financing as discussed in detail below and issuance of new equity. This merger is primarily intended to provide an opportunity to the Company to drive significant growth at scale in data center and storage markets. As a result of the merger, subject to the terms and conditions of the QLogic merger agreement, at the effective time of the merger: (i) each outstanding and unvested QLogic stock option (other than any such unvested option which has an exercise price greater than merger consideration per share, an “underwater option”), shall be assumed by the Company and converted into an option to purchase, on the same terms and conditions as were applicable under such QLogic stock option, that number of shares of the Company’s common stock; (ii) each outstanding and vested QLogic stock option with an exercise price less than the sum of (a) the cash consideration and (b) the share consideration value, shall be cancelled and the holder thereof shall be entitled to receive vested option consideration; (iii) each outstanding QLogic stock option that is an Underwater Option shall be cancelled, and the holder thereof shall receive no payment on account thereof; (iv) the unvested QLogic restricted stock units, or RSU’s, outstanding immediately prior to the effective time shall be assumed and converted into RSUs of the Company’s common stock; (v) each outstanding and vested QLogic RSU unit shall be cancelled and extinguished and the holder thereof shall be entitled to receive an amount equal to the merger consideration that would be payable in respect of the total number of shares of QLogic Common Stock subject to such QLogic RSU; and (vi) the unvested QLogic performance based RSUs outstanding immediately prior to the effective time shall be assumed by the Company and converted into RSUs of the Company’s common stock. On June 15, 2016, the Company entered into a commitment letter (the “commitment letter”) with JPMorgan Chase Bank, N.A. (“JPMCB ”) pursuant to which JPMCB has committed to provide (i) a $650.0 million senior secured term loan facility and (ii) a $100.0 million senior secured interim term loan facility ((i) and (ii) together, the “facilities” and the provision of such funds as set forth in the commitment letter, the “financing”), subject to the execution of definitive documentation and satisfaction of customary closing conditions. The facilities are available to finance the exchange offer and the merger and pay fees and expenses related to the exchange offer, the merger and the financing. The interest rates per annum applicable to each term loan facility will be either (i) LIBOR plus the applicable margin or (ii) the base rate plus the applicable margin. The senior term loan facility will mature on the date that is 6 years after the closing date and the interim term loan facility will mature on February 15, 2017. Under the terms of the commitment letter, JPMCB will act as a joint lead arranger and a joint book running manager. The actual documentation governing the facilities has not been finalized, and accordingly, the actual terms may differ from the description of such terms in the commitment letter. The Company may increase the amount of borrowings under the senior secured term loan facility up to $700.0 million, and make a corresponding reduction up to $50.0 million of its borrowings under the senior secured interim loan facility. In May 2016, the Company engaged JPCMB as its financial advisor in connection with the pending merger with QLogic. The Company agreed to pay a transaction fee to JPCMB of $11.0 million, payable in installment, for the financial advisory services and rendering of an opinion as to the fairness, from the financial point of view, of the consideration to be paid by the Company in connection with the merger. The initial installment of $3.0 million is payable upon delivery of the fairness opinion and the balance shall be payable upon closing of the merger. The Company recorded the initial installment due in sales, general and administrative expense in the condensed consolidated statement of operations for the three months ended June 30, 2016 and the corresponding liability in the accrued expense and other current liabilities on the condensed consolidated balance sheet as of June 30, 2016. The QLogic merger agreement contains certain termination rights for the Company and QLogic, including, among others, if the transactions contemplated by the merger agreement are not consummated at or prior to November 12, 2016. Upon termination of the QLogic merger agreement under specified circumstances, including a termination by QLogic to enter into an agreement for an alternative transaction pursuant to the QLogic merger agreement, QLogic has agreed to pay the Company a termination fee of $47.8 million. The Company and QLogic have each made customary covenants in the QLogic merger agreement, including, without limitation, covenants not to solicit alternative transactions or, subject to certain exceptions, not to enter into discussions concerning, or provide confidential information in connection with, an alternative transaction, as more fully described in the merger agreement. The QLogic merger agreement has been unanimously approved by the boards of directors of the Company and QLogic. The merger is expected to close in the third quarter of calendar year 2016 pending customary closing conditions, including the tender into the exchange offer by QLogic stockholders of shares representing at least a majority of the outstanding shares of QLogic common stock, and the receipt of relevant regulatory approvals. Xpliant, Inc. Pursuant to the Agreement and Plan of Merger and Reorganization (“the Xpliant merger agreement”) between the Company and Xpliant, a final closing occurred on April 29, 2015 as discussed in detail below. Between May 2012 and March 2015, the Company entered into several note purchase agreements and promissory notes with Xpliant to provide cash advances. Xpliant was a Delaware incorporated and privately held company, engaged in the design and development of next generation software defined network switch chips. Prior to the closing of the merger pursuant to the Xpliant merger agreement, the Company concluded that Xpliant was a VIE as the Company was Xpliant’s primary beneficiary due to the Company’s involvement with Xpliant and the Company’s purchase option to acquire Xpliant. As such, the Company has included the accounts of Xpliant in the condensed consolidated financial statements. The Company had made total cash advances of $85.8 million, consisting of $10.0 million under nine convertible notes which, as amended, matured on August 31, 2014 and $75.8 million under several promissory notes which originally matured between April 2015 and March 2016. All promissory notes were cancelled as of July 31, 2015. On July 30, 2014, the Company entered into the Xpliant merger agreement, which was amended on October 8, 2014 and March 31, 2015 with Xpliant. Under the terms of the Xpliant merger agreement, as amended, the Company paid approximately $3.6 million in total cash consideration in exchange for all outstanding securities held by Xpliant’s stockholders. Pursuant to the Xpliant merger agreement, as amended, a first closing occurred on March 31, 2015 and the Company paid $2.5 million to Xpliant’s stockholders with respect to approximately 70% of the Xpliant stock outstanding and a second and final closing occurred on April 29, 2015 and the Company paid $1.1 million to Xpliant’s stockholders with respect to the then remaining approximately 30% of the Xpliant stock outstanding. Based on the substance of the transaction, the Company recorded the payments of cash consideration to Xpliant stockholders as a decrease to the Company’s additional paid-in capital within stockholders’ equity. |