UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Purchase Agreement
On May 18, 2021, Microchip Technology Incorporated, a Delaware corporation (“Microchip” or the “Company”), and certain subsidiaries of the Company (the “Subsidiary Guarantors”) entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, Truist Securities, Inc., and Wells Fargo Securities, LLC, as representatives (the “Representatives”) of the several initial purchasers named therein (collectively, the “Initial Purchasers”), to issue and sell $1,000,000,000 aggregate principal amount of 0.983% Senior Secured Notes due 2024 (the “Notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The Company estimates that the net proceeds from this offering will be approximately $995.0 million, after deducting the initial purchasers’ discounts and commissions and its estimated offering expenses. The Company intends to use the net proceeds from the issuance and sale of the Notes, together with borrowings under the Company’s revolving credit facility, to repay the $1.0 billion in aggregate principal amount of the Company’s outstanding 3.922% Senior Secured Notes due 2021 and all related fees and expenses of the offering.
The Purchase Agreement contains customary representations, warranties and covenants by the Company together with customary closing conditions. Under the terms of the Purchase Agreement, the Company has agreed to indemnify the Initial Purchasers against certain liabilities. The summary of the foregoing transaction is qualified in its entirety by reference to the text of the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 above is incorporated herein by reference.
| Item 8.01. | Other Events. |
On May 18, 2021, the Company issued a press release announcing that it proposes to offer the Notes. A copy of this press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
On May 18, 2021, the Company issued a press release with respect to the pricing of its offer and sale of the Notes. A copy of this press release is filed as Exhibit 99.2 to this report and is incorporated by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed herewith:
| Exhibit No. |
Description | |
| 10.1 | Purchase Agreement, dated as of May 18, 2021, by and among Microchip Technology Incorporated, the subsidiary guarantors named therein and J.P. Morgan Securities LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC as representatives of the several initial purchasers named therein. | |
| 99.1 | Microchip Technology Announces Offering of Senior Secured Notes | |
| 99.2 | Microchip Technology Announces Pricing of Senior Secured Notes | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
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.
| MICROCHIP TECHNOLOGY INCORPORATED | ||||||
| Date: May 18, 2021 | By: | /s/ J. Eric Bjornholt | ||||
| Name: | J. Eric Bjornholt | |||||
| Title: | Senior Vice President and Chief Financial Officer | |||||