UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 23, 2018
XPERI CORPORATION
(Exact name of Registrant as Specified in its Charter)
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| Delaware | | 001-37956 | | 81-4465732 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
3025 Orchard Parkway
San Jose, California 95134
(Address of Principal Executive Offices, including Zip Code)
(408)321-6000
(Registrant’s telephone number, including area code)
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
Credit Agreement Amendment
On January 23, 2018, Xperi Corporation (the “Company”) (i) entered into Amendment No. 1 to Credit Agreement (the “Amendment”) among the Company, the subsidiaries of the Company party thereto, Royal Bank of Canada as Administrative Agent and the lenders party thereto, pursuant to which the Credit Agreement, dated as of December 1, 2016 (the “Credit Agreement”), among the Company, the lenders from time to time party thereto and the Administrative Agent was amended and (ii) in connection with the Amendment, made a voluntary prepayment of term loans outstanding under the Credit Agreement in an aggregate principal amount of $100,000,000 with cash on hand. The Amendment provides for, among other things, (i) a replacement of outstanding initial term loans with new tranche termB-1 loans (the “Refinanced Term B Loans”) in a principal amount of $494,000,000, (ii) a reduction of the interest rate margin applicable to such loans to (x) in the case of Eurodollar loans, 2.50% per annum and (y) in the case of base rate loans, 1.50% per annum, (iii) a prepayment premium of 1.00% in connection with any repricing transaction with respect to the Refinanced Term B Loans within six months of the closing date of the Amendment, and (iv) certain amendments to provide the Company with additional flexibility under the covenant governing restricted payments.
The description of the Amendment contained in this Current Report on Form8-K is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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.
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| Date: January 24, 2018 | | | | XPERI CORPORATION |
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| | | | By: | | /S/ Robert Andersen |
| | | | Name: | | Robert Andersen |
| | | | Title: | | Executive Vice President and Chief Financial Officer |
