Current Report Filing (8-k)
August 07 2019 - 4:26PM
Edgar (US Regulatory)
0001038074
false
0001038074
2019-08-06
2019-08-07
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-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):
August 7, 2019
SILICON LABORATORIES INC.
(Exact Name of Registrant as Specified in
Charter)
Delaware
|
|
000-29823
|
|
74-2793174
|
(State or Other Jurisdiction
|
|
(Commission File Number)
|
|
(IRS Employer
|
of Incorporation)
|
|
|
|
Identification No.)
|
400 West Cesar Chavez
,
Austin
,
TX
|
|
78701
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Registrants telephone number, including
area code:
(
512
)
416-8500
Check the appropriate box below if the Form 8-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 Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange
on which registered
|
Common Stock, $0.0001 par value
|
|
SLAB
|
|
The NASDAQ Stock Market LLC
|
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 Securities Exchange Act of
1934.
¨
Item 1.01. Entry into a Material Definitive Agreement
On August 7, 2019, Silicon Laboratories Inc. (the “Company”)
and certain of its domestic subsidiaries (the “Guarantors”) entered into the Third Amendment to Credit Agreement (the
“Third Credit Agreement Amendment”) with Wells Fargo Bank, National Association (“Wells Fargo”), as administrative
agent, and a syndicate of lenders. The Third Credit Agreement Amendment amends the Company’s original credit agreement (as
amended prior to the Third Amendment, the “Original Credit Agreement” and, as amended by the Third Credit Agreement
Amendment, the “Amended Credit Agreement”) with Wells Fargo (as successor to Bank of America, N.A.), as administrative
agent, the Guarantors party thereto and syndicate of lenders party thereto, in order to, among other things, increase the revolving
credit facility (the “Revolving Credit Facility”) provided for therein to $400 million and extend the maturity
date of such facility to five years from the closing date.
Pursuant to the Amended Credit Agreement, the Company has an
option to incur term loans under one or more new term loan facilities (each, an “Incremental Term Loan”) and/or to
increase the Revolving Credit Facility (each increase, a “Revolving Facility Increase”), subject to certain conditions
and provided that the aggregate principal amount of Incremental Term Loans and Revolving Facility Increases available to be incurred
shall be limited to (i) the greater of $250 million and 100% of Consolidated EBITDA (as defined in the Amended Credit Agreement)
for the most recently completed four fiscal quarters for which financial statements have been delivered under the Amended Credit
Agreement plus (ii) the maximum amount of Incremental Term Loans/Revolving Facility Increases that could be incurred without causing
the Secured Leverage Ratio (as defined in the Amended Credit Agreement) to exceed 3.25 to 1.00 at the time of and after giving
effect to the incurrence thereof (assuming any Revolving Facility Increase is fully funded). The calculation of such cap with respect
to any Incremental Term Loan incurred in connection with a Limited Condition Acquisition (as defined in the Amended Credit Agreement)
shall be determined, at the option of the Company, on the date the definitive agreements for such Limited Condition Acquisition
are entered into.
The Revolving Credit Facility, other than swingline loans, will
bear interest at the Eurodollar rate plus an applicable margin or, at the option of the Company, the base rate (defined as the
highest of the Wells Fargo prime rate, the Federal Funds rate plus 0.50% and the Eurodollar Base Rate plus 1.00%) plus an applicable
margin. Swingline loans accrue interest at a per annum rate based on the base rate plus the applicable margin for base rate loans.
The applicable margins for the Eurodollar rate loans range from 1.00% to 1.75% and for base rate loans range from 0.00% to 0.75%,
depending in each case, on the consolidated leverage ratio as defined in the Amended Credit Agreement.
The Amended Credit Agreement contains various conditions, covenants
and representations with which the Company must be in compliance in order to borrow funds and to avoid an event of default, including
financial covenants that the Company must maintain a consolidated leverage ratio (defined as a ratio of Consolidated Funded Indebtedness
(as defined in the Amended Credit Agreement) to Consolidated EBITDA) of no more than 4.25 to 1.00 (which, at the election of the
Borrower following the consummation of a permitted acquisition with total consideration in an aggregate amount greater than or
equal to $100,000,000, shall be increased to 4.75 to 1.00 for the next four quarterly test dates); a Secured Leverage Ratio (as
defined in the Amended Credit Agreement) of no more than 3.50 to 1.00; and a minimum Consolidated Interest Coverage Ratio (as defined
in the Amended Credit Agreement) of no less than 2.5 to 1.00. The occurrence of an event of default could result in the acceleration
of all outstanding obligations under the Amended Credit Agreement as well as other remedies as defined therein. The Company’s
obligations under the Amended Credit Agreement are guaranteed by the Guarantors and are secured by a security interest in substantially
all assets of the Company and the Guarantors.
The foregoing descriptions are subject to, and qualified in
their entirety by, the Amended Credit Agreement. The Amended Credit Agreement is attached hereto as Exhibit 10.1 and
the terms thereof are incorporated herein by reference.
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 of this Current Report
on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
EXHIBIT INDEX
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.
|
|
SILICON LABORATORIES INC.
|
|
|
|
|
|
|
August 7, 2019
|
|
/s/ John C. Hollister
|
Date
|
|
John C. Hollister
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
|
Silicon Labs (NASDAQ:SLAB)
Historical Stock Chart
From Aug 2024 to Sep 2024
Silicon Labs (NASDAQ:SLAB)
Historical Stock Chart
From Sep 2023 to Sep 2024