8-KMaterial AgreementsFinancial EventsSecurities & Listing+2

MICROCHIP TECHNOLOGY INC 8-K Report, Material Agreement (May 27, 2020)

Filed May 27, 2020For Securities:MCHPMCHPP

Summary

Microchip Technology Inc. (MCHP) filed an 8-K on May 27, 2020, detailing significant financing and exchange transactions undertaken on May 26, 2020. The company issued $1.0 billion in 2.670% Senior Secured Notes due 2023 and $1.2 billion in 4.250% Senior Notes due 2025. The proceeds from these offerings are primarily intended to fund the cash portion of significant exchange transactions involving the company's outstanding convertible notes. These exchange transactions involve approximately $383.3 million in principal of 1.625% Convertible Senior Subordinated Notes due 2025 and $643.9 million in principal of 1.625% Convertible Senior Subordinated Notes due 2027. In exchange for these notes, Microchip will pay approximately $1.03 billion in cash and issue about 6.4 million shares of its common stock. The company expects to fund the cash component of these exchanges using the proceeds from the recently issued secured and unsecured notes, along with cash on hand. This series of transactions indicates a strategic move by Microchip to refinance existing debt and manage its capital structure.

Key Highlights

  • 1Microchip issued $1.0 billion in 2.670% Senior Secured Notes due 2023.
  • 2Microchip issued $1.2 billion in 4.250% Senior Notes due 2025.
  • 3Proceeds from note offerings will partially fund significant convertible note exchanges.
  • 4Approximately $383.3M (principal) of 2025 Convertible Notes and $643.9M (principal) of 2027 Convertible Notes are being exchanged.
  • 5The company will pay approx. $1.03 billion in cash and issue approx. 6.4 million shares of common stock in the exchange transactions.
  • 6The exchange transactions are expected to close on June 2, 2020.
  • 7Net proceeds not used for the exchange will be used for general corporate purposes, potentially including revolving credit facility repayment.

Frequently Asked Questions

The primary purpose of issuing the $1.0 billion in Senior Secured Notes and $1.2 billion in Senior Notes is to finance the cash portion of significant exchange transactions where Microchip is buying back its outstanding convertible senior subordinated notes for a mix of cash and company stock.

The company issued $1.0 billion of 2.670% Senior Secured Notes due 2023 and $1.2 billion of 4.250% Senior Notes due 2025. These were sold to qualified institutional buyers and non-U.S. persons.

Microchip is exchanging approximately $383.3 million principal of its 2025 Convertible Senior Subordinated Notes and $643.9 million principal of its 2027 Convertible Senior Subordinated Notes. The exchange will involve cash and shares of Microchip's common stock.

The company expects the closing of the Exchange Transactions to occur on June 2, 2020.