Item 5. Other Information
ITEM 5. OTHER INFORMATION
Second Amended and Restated Commitment Letter
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. (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”). 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. 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. 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.
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.
This disclosure is provided in this Part II, Item 5 in lieu of disclosure under Item 1.01 of Form 8-K.
82
Table of Contents
ITEM 6. EXHIBITS
Exhibit Number Exhibit Title
31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1(*) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS Inline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
(*) In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished pursuant to this item will not be deemed “filed” for purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
83
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
MAXLINEAR, INC.
(Registrant)
Date: October 25, 2022 By: /s/ Steven G. Litchfield
Steven G. Litchfield
Chief Financial Officer and Chief Corporate Strategy Officer
(Principal Financial Officer and Duly Authorized Officer)
84
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.