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CADENCE DESIGN SYSTEMS INC 8-K Report, Material Agreement (Dec 21, 2005)

Filed December 21, 2005For Securities:CDNS

Summary

Cadence Design Systems, Inc. (CDNS) announced a significant financial transaction involving the repatriation of approximately $500 million in foreign earnings through its Irish subsidiary, Castlewilder. This repatriation is facilitated by the American Jobs Creation Act of 2004 and will result in an incremental tax liability of approximately $35 million for Cadence, to be recognized in the fourth quarter of 2005. The majority of the dividend, about $340 million, will be funded by existing foreign cash reserves. To fund the remaining $160 million of the dividend, Castlewilder entered into a three-year, $160 million unsecured term loan facility agreement. This loan, guaranteed by Cadence and another subsidiary, Cadence Technology Limited, carries flexible interest rate options (base rate or LIBOR-plus) and a structured repayment schedule. The transaction represents a strategic move to utilize foreign cash and potentially reduce future tax burdens, while also introducing new debt obligations for the company's subsidiaries.

Key Highlights

  • 1Cadence Design Systems to repatriate approximately $500 million in foreign earnings via its Irish subsidiary, Castlewilder, under the American Jobs Creation Act of 2004.
  • 2An incremental tax liability of approximately $35 million is expected to be recorded in Q4 2005 due to the repatriation.
  • 3Approximately $340 million of the repatriated funds will be sourced from existing foreign cash on hand.
  • 4A new three-year, $160 million unsecured term loan facility was secured by Castlewilder to fund the remaining portion of the dividend.
  • 5The term loan offers flexible interest rate options, including a base rate or a LIBOR-based rate plus a margin.
  • 6Both Cadence Design Systems and its subsidiary Cadence Technology Limited have provided unconditional guarantees for Castlewilder's obligations under the term loan.
  • 7The term loan features a phased repayment schedule, with increasing quarterly principal payments over its three-year term, adjustable if the maturity is extended.

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