8-KMaterial AgreementsFinancial EventsCorporate Changes+1

MICROCHIP TECHNOLOGY INC 8-K Report, Material Agreement (May 28, 2021)

Filed May 28, 2021For Securities:MCHPMCHPP

Summary

Microchip Technology Incorporated (MCHP) announced the closing of a $1.0 billion senior secured notes offering due 2024. The notes carry a low interest rate of 0.983% and were issued in a private offering. The net proceeds, approximately $995 million after expenses, were primarily used to repay $1.0 billion of outstanding 3.922% Senior Secured Notes due 2021 and associated debt issuance costs. This move signifies a refinancing effort to lower Microchip's interest expense and extend its debt maturity profile. The new notes are secured on a pari passu first lien basis with the company's existing credit agreement and senior secured notes, backed by substantially all tangible and intangible assets of the company and its guarantors. The indenture includes covenants that restrict asset sales, new liens, and mergers, with standard exceptions. A change of control provision mandates a repurchase offer at 101% of principal if triggered. Additionally, the company amended its bylaws to clarify board and CEO roles in presiding over shareholder meetings.

Key Highlights

  • 1Microchip Technology Inc. successfully issued $1.0 billion in 0.983% Senior Secured Notes due 2024.
  • 2Proceeds were used to refinance $1.0 billion of higher-interest 3.922% Senior Secured Notes due 2021.
  • 3The new notes bear a significantly lower annual interest rate of 0.983%.
  • 4The offering was conducted under Rule 144A and Regulation S, indicating a private placement.
  • 5The notes are secured on a first lien, pari passu basis with existing secured debt.
  • 6Key covenants restrict asset disposals, new liens, and significant corporate restructurings.
  • 7A change of control provision requires a 101% repurchase offer to noteholders.

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