UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 28, 2017
MaxLinear, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-34666 | | 14-1896129 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
5966 La Place Court, Suite 100, Carlsbad, California 92008
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (760)692-0711
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☒ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Explanatory Note
This report amends our Current Report on Form8-K filed on March 29, 2017 (the “Original8-K”). This Form8-K/A is being filed to include the Commitment Letter entered into in connection with the Merger Agreement. Defined terms in this Form8-K/A shall have the meanings ascribed to such terms in the Original8-K.
Item 1.01 Entry into a Material Definitive Agreement
The paragraph under the header “Commitment Letter” in Item 1.01 of the Original8-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 March 28, 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”), pursuant 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.
Item 9.01 Financial Statements and Exhibits.
The list of exhibits in Item 9.01(d) of the Original8-K is hereby amended and restated as follows:
(d) Exhibits
| | |
Exhibit
No. | | Description |
| |
| 2.1 | | Agreement and Plan of Merger, dated as of March 28, 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 March 28, 2017 |
| |
| 99.1 | | Form of Support Agreement by and between MaxLinear, Inc. and certain stockholders of Exar Corporation dated March 28, 20172 |
| |
| 99.2 | | Form of Support Agreement by and between MaxLinear, Inc. and Simcoe Capital Management, LLC and the other signatories thereto dated March 28, 20172 |
| |
| 99.3 | | Joint Press Release issued by MaxLinear, Inc. and Exar Corporation dated March 29, 20172 |
| 1 | Schedules have been omitted pursuant to Item 601(b)(2) of RegulationS-K. MaxLinear agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule upon request. |
| 2 | Filed with MaxLinear, Inc.’s Current Report on Form8-K filed on March 29, 2017 and incorporated herein by reference. |
SIGNATURES
Pursuant 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: March 31, 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 March 28, 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 March 28, 2017 |
| |
| 99.1 | | Form of Support Agreement by and between MaxLinear, Inc. and certain stockholders of Exar Corporation dated March 28, 20172 |
| |
| 99.2 | | Form of Support Agreement by and between MaxLinear, Inc. and Simcoe Capital Management, LLC and the other signatories thereto dated March 28, 20172 |
| |
| 99.3 | | Joint Press Release issued by MaxLinear, Inc. and Exar Corporation dated March 29, 20172 |
| 1 | Schedules have been omitted pursuant to Item 601(b)(2) of RegulationS-K. MaxLinear agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule upon request. |
| 2 | Filed with MaxLinear, Inc.’s Current Report on Form8-K filed on March 29, 2017 and incorporated herein by reference. |
