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Entry into a Material Definitive

Convertible Notes and theIndenture

On October29, 2015, Integrated Device Technology, Inc. (the Company) priced its private offering of $325 million in aggregate principal amount of its 0.875% Convertible Senior Notes due 2022 (the Initial Notes). On November3, 2015, the initial purchasers in such offering exercised their option to purchase an additional $48,750,000 in aggregate principal amount of the Notes (the Additional Notes and together with the Initial Notes, the Notes). The Notes are the Companys senior unsecured obligations. The Notes were issued pursuant to an Indenture, dated November4, 2015 (the Indenture), between the Company and Wilmington Trust, National Association, as trustee. The Indenture includes customary covenants and sets forth certain events of default after which the Notes may be due and payable immediately.

The Notes will mature on November15, 2022, unless earlier repurchased or converted. The Notes will bear interest from November4, 2015 at a rate of 0.875%per year payable semiannually in arrears on May15 and November15 of each year, beginning on May15, 2016. The Notes will be convertible at the option of the noteholders at any time prior to the close of business on the business day immediately preceding August15, 2022, only under the following circumstances: (1)during any fiscal quarter commencing after the fiscal quarter ending on April3, 2016 (and only during such fiscal quarter), if the last reported sale price of the Companys common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2)during the five business day period after any five consecutive trading day period (the measurement period) in which the trading price (as defined in the Indenture) per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Companys common stock and the conversion rate on each such trading day; and (3)upon the occurrence of specified corporate events. On or after August15, 2022 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Notes at any time, regardless of the foregoing circumstances. The Company may satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of the Companys common stock or a combination of cash and shares of the Companys common stock, at the Companys election in the manner and subject to the terms and conditions provided in the Indenture. The conversion rate for the Notes will initially be 29.8920 shares per $1,000 principal amount, which is equivalent to an initial conversion price of approximately $33.45 per share of the Companyscommon stock. The initial conversion price of the Notes represents a premium of approximately 37.5% to the $24.33 per share closing price of the Companys common stock on October29, 2015.

A copy of the Indenture (including the form of the Note) is attached as an exhibit to this report and is incorporated herein by reference (and this description is qualified in its entirety by reference to such document).

The net proceeds from this offering were approximately $362.9 million, after deducting the initial purchasers discounts and commissions and the estimated offering expenses payable by the Company. The Company used approximately $37.3 million of the net proceeds to pay the cost of the Note Hedge Transactions (as defined below) (after such cost was partially offset by the proceeds to the Company from the Warrant Transactions (as defined below)).

The Company used approximately $75 million of the net proceeds of the offering to purchase shares of its common stock, par value $0.001 per share (the Common Stock), from the initial purchasers of the Notes in privately negotiated transactions concurrently with the closing of this offering, and used the remainder of the net proceeds, together with cash on hand, to pay approximately $112.5 million to purchase additional shares of common stock through accelerated share repurchase transactions, which the Company entered into with JPMorgan Chase Bank, National Association (JPMorgan) on November2, 2015 and approximately $112.5 million to purchase additional shares of common stock through accelerated share repurchase transactions, which the Company entered into with and Bank of America, N.A. on November2, 2015, as described below. The Company expects to use the remaining net proceeds for general corporate purposes.

Convertible Note Hedge and Warrant Transactions

On October29, 2015, in connection with the pricing of the Initial Notes, the Company entered into a convertible note hedge transaction (the Note Hedge...


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