OTHER INFORMATION
+Added: Second Amended and Restated Commitment Letter
+Added: On October 24, 2022, the Company entered into a second amended and restated commitment letter (the “Second Amended and Restated Commitment Letter”) with Wells Fargo Bank, N.A., Wells Fargo Securities, LLC, Bank of Montreal, BMO Capital Markets Corp., Citizens Bank, N.A., Truist Bank, and Truist Securities, Inc.
+Added: (collectively, the “Commitment Parties”), pursuant to which, subject to the terms and conditions set forth therein, the Commitment Parties have committed to provide (i) a senior secured term B loan facility (the “Term B Loan Facility”) in an aggregate principal amount of up to $2,737,500,000, which amount may be reduced from time to time on a dollar-for-dollar basis by the amount of any additional commitments in respect of the Term A Loan Facility, (ii) a senior secured term A loan facility (the “Term A Loan Facility”) in an aggregate principal amount of up to $512,500,000, which amount may be increased from time to time on a dollar-for-dollar basis by the amount of any subsequent reduction of commitments in respect of the Term B Loan Facility, and (iii) a senior secured revolving credit facility in an aggregate principal amount of up to $250,000,000 (collectively, the “Senior Secured Credit Facilities”).
+Added: Additional commitments in respect of the Term A Loan Facility may be effected by way of the joinder of additional commitment parties to the Second Amended and Restated Commitment Letter.
+Added: The funding of the Senior Secured Credit Facilities provided for in the Second Amended and Restated Commitment Letter is contingent on the satisfaction of customary conditions, including (i) the execution and delivery of definitive documentation with respect to credit facilities in accordance with the terms sets forth in the Second Amended and Restated Commitment Letter, and (ii) the consummation of the acquisition by MaxLinear of Silicon Motion Technology Corporation, an exempted company with limited liability incorporated under the Law of the Cayman Islands (“Silicon Motion”) in accordance with that certain Agreement and Plan of Merger, dated as of May 5, 2022, by and among MaxLinear, Silicon Motion, and Shark Merger Sub, an exempted company with limited liability incorporated under the Law of the Cayman Islands and wholly-owned subsidiary of MaxLinear.
+Added: The Second Amended and Restated Commitment Letter amends and restates in its entirety that certain First Amended and Restated Commitment Letter, dated as of June 17, 2022, by and among MaxLinear and each of the Commitment Parties.
+Added: The foregoing summary is qualified in its entirety by reference to the Second Amended and Restated Commitment Letter, which will be filed as an exhibit in a subsequent periodic report of the Company to be filed under the Securities Exchange Act of 1934, as amended.
+Added: This disclosure is provided in this Part II, Item 5 in lieu of disclosure under Item 1.01 of Form 8-K.
Exhibit Number Exhibit Title
−Removed: 2.1 Agreement and Plan of Merger, dated as of May 5, 2022, by and among MaxLinear, Inc., Silicon Motion Technology Corporation and Shark Merger Sub (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on May 5, 2022)
−Removed: 10.1 Commitment Letter, dated as of May 5, 2022, by and among MaxLinear, Inc., Wells Fargo Bank, N.A., and Wells Fargo Securities, LLC ( incorporated by reference to Exhibit 10.1 to the Registra nt's Current Report on F orm 8-K filed on May 5, 2022)
−Removed: 10.2 Amended and Restated Commitment Letter, dated as of June 17, 2022, by and among the MaxLinear, Inc., Wells Fargo Bank, N.A., Wells Fargo Securities, LLC, Bank of Montreal, BMO Capital Markets Corp., Citizens Bank, N.A., Truist Bank and Truist Securities, Inc.
−Removed: (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on June 21, 2022)
−Removed: 10.3+ Employment Offer Letter, dated April 26, 2022, between the Registrant and Michelle M.
31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
9 unchanged sentences
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
−Removed: + Indicates a management contract or compensatory plan.
(*) In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No.
5 unchanged sentences
MAXLINEAR, INC.
−Removed: July 27, 2022 By:
+Added: October 25, 2022 By:
/s/ Steven G.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.