| Item 7.01 | Regulation FD Disclosure. |
On March 8, 2021, Synaptics Incorporated (the “Company”) issued a press release announcing the Notes Offering (as defined below). The press release is furnished hereto as Exhibit 99.1.
The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.
Notes Offering
On March 8, 2021, the Company announced that it intends to offer and sell, subject to market and other conditions, $400 million aggregate principal amount of senior unsecured notes due 2029 (the “Notes”) in a private offering (the “Notes Offering”) to qualified institutional buyers pursuant to Rule 144A and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The Notes will be guaranteed by each of the Company’s subsidiaries that guarantee its obligations under its senior secured credit facility.
The Company expects to use the net proceeds from the sale of the Notes to repay the $100.0 million of borrowings under its revolving credit facility and for general corporate purposes, which may include, among other things, to prefund the repayment of a portion of the Company’s existing 0.50% convertible senior notes due 2022 (the “Existing 2022 Notes”) and to pay any and all expenses, fees and costs associated therewith, including the payment of accrued and unpaid interest on such repurchased Existing 2022 Notes, future acquisitions, additional repayment of existing indebtedness and repurchases of shares of the Company’s common stock.
The Notes have not been and are not expected to be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements thereunder. This Current Report on Form 8-K, including Exhibit 99.1, shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Amendment and Restatement of Credit Agreement
In connection with the issuance of the Notes, the Company expects to amend and restate its Amended and Restated Credit Agreement, by and among the Company, as borrower, the Lenders named therein and Wells Fargo Bank, National Association, as administrative agent (the “Amended and Restated Credit Agreement”) to, among other changes, extend the maturity date of its senior secured revolving credit facility (the “Revolving Credit Facility”) to five years from the closing date of the amendment, increase the facility size from $200.0 million to $250.0 million, and replace the requirement to maintain a total debt to Adjusted EBITDA ratio of no more than 4.75 to 1.00 with a requirement to maintain a net total debt to Adjusted EBITDA ratio of no more than 3.75 to 1.00, provided that for the four fiscal quarters ending after the date of a material acquisition, such maximum leverage ratio shall be adjusted to 4.25 to 1.00, and thereafter 3.75 to 1.00, provided further, that such deemed increase pursuant to the foregoing proviso shall not apply to more than two material acquisitions consummated during the term of the Amended and Restated Credit Agreement. The consummation of the Amended and Restated Credit Agreement is not conditioned upon the issuance of the Notes and the issuance of the Notes is not conditioned upon the consummation of the Amended and Restated Credit Agreement. The Company expects the consummation of the Amended and Restated Credit Agreement to occur concurrently with the consummation of the Notes Offering, subject to customary closing conditions. As of March 1, 2021, there was approximately $100.0 million outstanding under the Revolving Credit Facility.
Special Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that are subject to the safe harbors created under the Securities Act and the Securities Exchange Act of 1934, as amended. Forward-looking statements give the Company’s current expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance and business, including the Company’s expectations regarding the closing of the Amended and Restated Credit Agreement and the Notes Offering including the anticipated use of proceeds from the Notes Offering, described in this Current Report on Form 8-K, and can be identified by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements may include words such as “expect,” “anticipate,” “intend,” “believe,”
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