OTHER INFORMATION
−Removed: Second Amended and Restated Commitment Letter
−Removed: 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.
−Removed: (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”).
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: This disclosure is provided in this Part II, Item 5 in lieu of disclosure under Item 1.01 of Form 8-K.
+Added: In April 2023, we completed a reduction of our workforce, or the Workforce Reduction.
+Added: The Workforce Reduction is intended to align our operational needs with the changes in macroeconomic conditions and the near-term demand environment while continuing to support the long-term business strategy by reducing our operating expenses.
+Added: As a result of the Workforce Reduction, in the three months ended March 31, 2023, we incurred approximately $4.6 million in restructuring costs primarily related to severance costs and related expenses, and estimate that we will incur approximately $4 million to $5 million in additional such costs through the rest of 2023 due to statutory requirements in the jurisdictions in which the terminated employees were employed.
+Added: The estimate of costs that we expect to incur, and the timing thereof, are subject to a number of assumptions and actual results may differ.
+Added: We may also incur other charges or cash
+Added: expenditures not currently contemplated due to events that may occur as a result of, or associated with, the Workforce Reduction.
+Added: All statements other than statements of historical facts contained in the paragraphs above are forward-looking statements including statements relating to our plans, expectations, forecasts and future events.
+Added: Such forward-looking statements include, but are not limited to, the potential of, and expectations regarding our statements relating to the expected impacts, charges and costs associated with the Workforce Reduction that we expect to incur.
Exhibit Number Exhibit Title
17 unchanged sentences
MAXLINEAR, INC.
−Removed: October 25, 2022 By:
+Added: April 26, 2023 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.