disclosures. The Arrangement Agreement should not be read alone, but should instead be read in conjunction with the other information regarding Semtech that is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q and Forms 8-K and other documents that Semtech files or has filed with the SEC.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
As previously disclosed, on September 26, 2022, Semtech, with certain of its domestic subsidiaries as guarantors, entered into a Third Amendment and Restatement Agreement (the “Restatement Agreement”) with the lenders referred to therein, HSBC Bank USA, National Association, as resigning administrative agent and JPMorgan Chase Bank, N.A., as successor administrative agent.
Pursuant to the Restatement Agreement, substantially concurrently with the consummation of the Arrangement, Semtech’s existing credit agreement was amended and restated to: (i) extend the maturity date of US$405 million of the US$600 million in aggregate principal amount of revolving commitments thereunder from November 7, 2024 to the fifth anniversary of the Effective Date (subject to, in certain circumstances, an earlier springing maturity), (ii) provide for incurrence by Semtech on the Effective Date of a new five-year term loan facility (the “New Term Loan Facility”) in an aggregate principal amount of US$895 million, (iii) provide for JPMorgan Chase Bank, N.A. to succeed HSBC Bank USA, National Association as administrative agent and collateral agent under the credit agreement on the Effective Date, (iv) modify the maximum consolidated leverage covenant as set forth in the Restatement Agreement and (v) make certain other changes as set forth in the Restatement Agreement, including changes consequential to the incorporation of the New Term Loan Facility.
On the Effective Date, Semtech borrowed term loans in an aggregate principal amount of US$895 million under the New Term Loan Facility described above in order to fund a portion of the consideration for the Arrangement and related fees and expenses.
The summary set forth above is not intended to be complete and is qualified in its entirety by reference to the full text of the Restatement Agreement, a copy of which was filed as Exhibit 10.1 to Semtech’s Current Report on Form 8-K filed with the SEC on September 29, 2022.
| Item 7.01 | Regulation FD Disclosure. |
On January 12, 2023, Semtech and Sierra Wireless issued a joint press release announcing the completion of the Arrangement. A copy of the joint press release is furnished as Exhibit 99.1 hereto.
The information contained in Item 7.01 (including the Exhibit described in this Item 7.01) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be, or be deemed, incorporated by reference in any filings under the Securities Act of 1933, as amended (the “Securities Act”), unless Semtech specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act or the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits. |
| | (a) | Financial Statements of Business Acquired |
Semtech will file the financial statements of the business acquired as required by Item 9.01(a) by amendment not later than 71 calendar days after the date on which the initial Current Report on Form 8-K with respect to the consummation of the Arrangement reported under Item 2.01 of this report is required to have been filed with the SEC pursuant to SEC rules.
