Form 8-K PMC SIERRA INC For: Jun 11

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

Current Report

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

 

June 5, 2015 

 

 

PMC-Sierra, Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

1380 Bordeaux Drive

Sunnyvale, CA 94089

(Address of Principal Executive Offices)(Zip Code)

(408) 239-8000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

 

 

 

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On June 5, 2015, PMC-Sierra, Inc., a Delaware corporation (“PMC” or the “Company”) and its wholly-owned subsidiary PMC-Sierra US, Inc., a Delaware corporation (together with the Company, the “Borrowers”), Wintegra, Inc. and Bank of America, N.A. along with certain lenders entered into an  amendment (the “Amendment”) to the credit agreement dated as of August 2, 2013 by and among the Borrowers, Bank of America, N.A., as administrative agent and a lender, and a syndicate of other lenders (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).   The Amendment revises clause (b) of the definition of “Change of Control” in Section 1.01 of the Credit Agreement to narrow the definition of “Change of Control” to provide that it will not qualify as a change of control in a situation where a majority of the members of the incumbent board or equivalent governing body approves new directors who were initially nominated or assumed office as a member of the board or equivalent governing body as a result of an actual or threatened proxy contest.

 

The foregoing description of the Amendment is not complete and is subject to, and qualified in its entirety by the full text of the Amendment, which is attached as Exhibit 10.1 and incorporated herein by reference.

 

 

(d) Exhibits.

 

 

 

SIGNATURE

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 hereunto duly authorized.

 

 

 

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Execution Version

SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is executed and delivered as of June 5, 2015 by and among PMC-SIERRA, INC., a Delaware corporation (“PMC” or the “Company”), PMC-SIERRA US, INC., a Delaware corporation (“PMC US”, and together with PMC, the “Borrowers” and, each a “Borrower”), Wintegra, Inc., a Delaware corporation (the “Subsidiary Guarantor”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) under the Credit Agreement described below, and certain of the lenders party to the Credit Agreement. All capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Borrowers, the Lenders and the Administrative Agent are party to that certain Credit Agreement, dated as of August 2, 2013 (as amended by that certain Amendment to Credit Agreement, dated as of September 3, 2014, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, the Borrowers have requested the Lenders and the Administrative Agent agree to amend the “Change of Control” definition in the Credit Agreement; and

WHEREAS, the Required Lenders and the Administrative Agent have agreed to amend the “Change of Control” definition in the Credit Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises, the terms and conditions stated herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows:

“(excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors)”

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representations or warranties specifically relate to any earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); and (iii) after giving effect to this Amendment, no Default has occurred or is continuing.

4.Effect on the Credit Agreement; Reaffirmation; Expenses.

5.GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN 

ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. Without limiting the general applicability of the foregoing and the terms of the other Loan Documents to this Amendment and the parties hereto, the terms of Section 10.14, Section 10.15 and Section 10.16 of the Credit Agreement are incorporated herein by reference, mutatis mutandis.

6.Headings. Section headings in this Amendment are included herein for 

convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

7.Counterparts. This Amendment may be executed by one or more of the parties 

on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment.

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IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Pages Continue]

 

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