MCHP · Microchip Technology Inc · Financials

On March 7, 2024, Microchip Technology Incorporated, a Delaware corporation (the “Company”), issued $1,000,000,000 aggregate principal amount of its 5.050% Senior Notes due 2029 (the “Notes”) in a public offering. The Notes are guaranteed by the Subsidiary Guarantors (as defined below) and were offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (No. 333-277512) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), on February 29, 2024. The net proceeds from the sale of the Notes were approximately $994,730,000 after deducting the underwriters’ discount but before other expenses and will be used for the repayment of a portion of the debt outstanding under the Company’s commercial paper program and the payment of fees and expenses related to the offering of the Notes.

Issuer evidence: On March 7, 2024, Microchip Technology Incorporated, a Delaware corporation (the “Company”), issued $1,000,000,000 aggregate principal amount of its 5.050% Senior Notes due 2029 (the “Notes”) in a public offering. The Notes are guaranteed by the Subsidiary Guarantors (as defined below) and were offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (No. 333-277512) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), on February 29, 2024. The net proceeds from the sale of the Notes were approximately $994,730,000 after deducting the underwriters’ discount but before other expenses and will be used for the repayment of a portion of the debt outstanding under the Company’s commercial paper program and the payment of fees and expenses related to the offering of the Notes.

Supporting evidence: On March 7, 2024, Microchip Technology Incorporated, a Delaware corporation (the “Company”), issued $1,000,000,000 aggregate principal amount of its 5.050% Senior Notes due 2029 (the “Notes”) in a public offering. The Notes are guaranteed by the Subsidiary Guarantors (as defined below) and were offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (No. 333-277512) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), on February 29, 2024. The net proceeds from the sale of the Notes were approximately $994,730,000 after deducting the underwriters’ discount but before other expenses and will be used for the repayment of a portion of the debt outstanding under the Company’s commercial paper program and the payment of fees and expenses related to the offering of the Notes.

Supporting evidence: On March 7, 2024, Microchip Technology Incorporated, a Delaware corporation (the “Company”), issued $1,000,000,000 aggregate principal amount of its 5.050% Senior Notes due 2029 (the “Notes”) in a public offering. The Notes are guaranteed by the Subsidiary Guarantors (as defined below) and were offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (No. 333-277512) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), on February 29, 2024. The net proceeds from the sale of the Notes were approximately $994,730,000 after deducting the underwriters’ discount but before other expenses and will be used for the repayment of a portion of the debt outstanding under the Company’s commercial paper program and the payment of fees and expenses related to the offering of the Notes.

The Notes will accrue interest from March 7, 2024 and will mature on March 15, 2029. Interest on the Notes will be payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2024.

Issuer evidence: On March 7, 2024, Microchip Technology Incorporated, a Delaware corporation (the “Company”), issued $1,000,000,000 aggregate principal amount of its 5.050% Senior Notes due 2029 (the “Notes”) in a public offering. The Notes are guaranteed by the Subsidiary Guarantors (as defined below) and were offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (No. 333-277512) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), on February 29, 2024. The net proceeds from the sale of the Notes were approximately $994,730,000 after deducting the underwriters’ discount but before other expenses and will be used for the repayment of a portion of the debt outstanding under the Company’s commercial paper program and the payment of fees and expenses related to the offering of the Notes.

Supporting evidence: On March 7, 2024, Microchip Technology Incorporated, a Delaware corporation (the “Company”), issued $1,000,000,000 aggregate principal amount of its 5.050% Senior Notes due 2029 (the “Notes”) in a public offering. The Notes are guaranteed by the Subsidiary Guarantors (as defined below) and were offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (No. 333-277512) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), on February 29, 2024. The net proceeds from the sale of the Notes were approximately $994,730,000 after deducting the underwriters’ discount but before other expenses and will be used for the repayment of a portion of the debt outstanding under the Company’s commercial paper program and the payment of fees and expenses related to the offering of the Notes.

Supporting evidence: On March 7, 2024, Microchip Technology Incorporated, a Delaware corporation (the “Company”), issued $1,000,000,000 aggregate principal amount of its 5.050% Senior Notes due 2029 (the “Notes”) in a public offering. The Notes are guaranteed by the Subsidiary Guarantors (as defined below) and were offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (No. 333-277512) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), on February 29, 2024. The net proceeds from the sale of the Notes were approximately $994,730,000 after deducting the underwriters’ discount but before other expenses and will be used for the repayment of a portion of the debt outstanding under the Company’s commercial paper program and the payment of fees and expenses related to the offering of the Notes.

Supporting evidence: On March 7, 2024, Microchip Technology Incorporated, a Delaware corporation (the “Company”), issued $1,000,000,000 aggregate principal amount of its 5.050% Senior Notes due 2029 (the “Notes”) in a public offering. The Notes are guaranteed by the Subsidiary Guarantors (as defined below) and were offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (No. 333-277512) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), on February 29, 2024. The net proceeds from the sale of the Notes were approximately $994,730,000 after deducting the underwriters’ discount but before other expenses and will be used for the repayment of a portion of the debt outstanding under the Company’s commercial paper program and the payment of fees and expenses related to the offering of the Notes.

On May 29, 2024, Microchip Technology Incorporated (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC and BofA Securities, Inc. as representatives of the several initial purchasers (the “Initial Purchasers”), to issue and sell $1.1 billion aggregate principal amount of its 0.75% Convertible Senior Notes due 2030 (the “Initial Notes”). In addition, the Company granted the Initial Purchasers a 13-day option to purchase up to an additional $150 million aggregate principal amount of such notes on the same terms and conditions (the “Additional Notes” and together with the Initial Notes, the “Notes”). On May 30, 2024, the Initial Purchasers exercised their option to purchase the Additional Notes in full.

Issuer evidence: On May 29, 2024, Microchip Technology Incorporated (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC and BofA Securities, Inc. as representatives of the several initial purchasers (the “Initial Purchasers”), to issue and sell $1.1 billion aggregate principal amount of its 0.75% Convertible Senior Notes due 2030 (the “Initial Notes”). In addition, the Company granted the Initial Purchasers a 13-day option to purchase up to an additional $150 million aggregate principal amount of such notes on the same terms and conditions (the “Additional Notes” and together with the Initial Notes, the “Notes”). On May 30, 2024, the Initial Purchasers exercised their option to purchase the Additional Notes in full.

Supporting evidence: On May 29, 2024, Microchip Technology Incorporated (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC and BofA Securities, Inc. as representatives of the several initial purchasers (the “Initial Purchasers”), to issue and sell $1.1 billion aggregate principal amount of its 0.75% Convertible Senior Notes due 2030 (the “Initial Notes”). In addition, the Company granted the Initial Purchasers a 13-day option to purchase up to an additional $150 million aggregate principal amount of such notes on the same terms and conditions (the “Additional Notes” and together with the Initial Notes, the “Notes”). On May 30, 2024, the Initial Purchasers exercised their option to purchase the Additional Notes in full.

Supporting evidence: On May 29, 2024, Microchip Technology Incorporated (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC and BofA Securities, Inc. as representatives of the several initial purchasers (the “Initial Purchasers”), to issue and sell $1.1 billion aggregate principal amount of its 0.75% Convertible Senior Notes due 2030 (the “Initial Notes”). In addition, the Company granted the Initial Purchasers a 13-day option to purchase up to an additional $150 million aggregate principal amount of such notes on the same terms and conditions (the “Additional Notes” and together with the Initial Notes, the “Notes”). On May 30, 2024, the Initial Purchasers exercised their option to purchase the Additional Notes in full.

On May 29, 2024, Microchip Technology Incorporated (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC and BofA Securities, Inc. as representatives of the several initial purchasers (the “Initial Purchasers”), to issue and sell $1.1 billion aggregate principal amount of its 0.75% Convertible Senior Notes due 2030 (the “Initial Notes”). In addition, the Company granted the Initial Purchasers a 13-day option to purchase up to an additional $150 million aggregate principal amount of such notes on the same terms and conditions (the “Additional Notes” and together with the Initial Notes, the “Notes”). On May 30, 2024, the Initial Purchasers exercised their option to purchase the Additional Notes in full.

Issuer evidence: On May 29, 2024, Microchip Technology Incorporated (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC and BofA Securities, Inc. as representatives of the several initial purchasers (the “Initial Purchasers”), to issue and sell $1.1 billion aggregate principal amount of its 0.75% Convertible Senior Notes due 2030 (the “Initial Notes”). In addition, the Company granted the Initial Purchasers a 13-day option to purchase up to an additional $150 million aggregate principal amount of such notes on the same terms and conditions (the “Additional Notes” and together with the Initial Notes, the “Notes”). On May 30, 2024, the Initial Purchasers exercised their option to purchase the Additional Notes in full.

Supporting evidence: The Notes will mature on June 1, 2030, unless earlier redeemed, repurchased or converted. The Notes will bear interest from May 31, 2024 at a rate of 0.75% per year payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2024.

Supporting evidence: On May 29, 2024, Microchip Technology Incorporated (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC and BofA Securities, Inc. as representatives of the several initial purchasers (the “Initial Purchasers”), to issue and sell $1.1 billion aggregate principal amount of its 0.75% Convertible Senior Notes due 2030 (the “Initial Notes”). In addition, the Company granted the Initial Purchasers a 13-day option to purchase up to an additional $150 million aggregate principal amount of such notes on the same terms and conditions (the “Additional Notes” and together with the Initial Notes, the “Notes”). On May 30, 2024, the Initial Purchasers exercised their option to purchase the Additional Notes in full.

Supporting evidence: On May 29, 2024, Microchip Technology Incorporated (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC and BofA Securities, Inc. as representatives of the several initial purchasers (the “Initial Purchasers”), to issue and sell $1.1 billion aggregate principal amount of its 0.75% Convertible Senior Notes due 2030 (the “Initial Notes”). In addition, the Company granted the Initial Purchasers a 13-day option to purchase up to an additional $150 million aggregate principal amount of such notes on the same terms and conditions (the “Additional Notes” and together with the Initial Notes, the “Notes”). On May 30, 2024, the Initial Purchasers exercised their option to purchase the Additional Notes in full.

The Borrower, the Administrative Agent and the Lenders are party to that certain $615,000,000 364-Day Senior Secured Bridge Credit Agreement dated as of March 27, 2020 (as may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

Issuer evidence: THIS PLEDGE AND SECURITY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of March 27, 2020 (the “Security Agreement Effective Date”) by and among MICROCHIP TECHNOLOGY INCORPORATED, a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower listed on the signature pages hereto (together with the Borrower, the “Initial Grantors,” and together with any additional Subsidiaries, whether now existing or hereafter formed or acquired which become parties to this Security Agreement from time to time, in accordance with the terms of the Credit Agreement (as defined below), by executing a Supplement hereto in substantially the form of Annex I, the “Grantors”), and JPMORGAN CHASE BANK, N.A., a national banking association, in its capacity as administrative agent (the “Administrative Agent”) for itself and for the Secured Parties (as defined in the Credit Agreement identified below).

Supporting evidence: The Borrower, the Administrative Agent and the Lenders are party to that certain $615,000,000 364-Day Senior Secured Bridge Credit Agreement dated as of March 27, 2020 (as may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

Supporting evidence: The Borrower, the Administrative Agent and the Lenders are party to that certain $615,000,000 364-Day Senior Secured Bridge Credit Agreement dated as of March 27, 2020 (as may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

On December 14, 2020, Microchip Technology Incorporated, a Delaware corporation (“Microchip” or the “Company”), and certain subsidiaries of the Company (the “Subsidiary Guarantors”) entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, Truist Securities, Inc., and Wells Fargo Securities, LLC, as representatives (the “Representatives”) of the several initial purchasers named therein (collectively, the “Initial Purchasers”), to issue and sell $1,400,000,000 aggregate principal amount of 0.972% Senior Secured Notes due 2024 (the “Notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The Company estimates that the net proceeds from this offering will be approximately $1,394,400,000, after deducting the initial purchasers’ discounts and commissions and its estimated offering expenses. The Company intends to use the net proceeds from the issuance and sale of the Notes to repay substantially all of the amounts outstanding under the Company’s Amended and Restated Credit Agreement dated as of May 29, 2018, as amended (the “Term Loan Facility”), and intends to use borrowings under its revolving credit agreement for the payment of all related fees and expenses and the currently remaining balance under the Term Loan Facility. The amounts drawn under the Term Loan Facility bear a variable interest rate, currently at 2.15%, and mature on May 29, 2025.

Issuer evidence: On December 14, 2020, Microchip Technology Incorporated, a Delaware corporation (“Microchip” or the “Company”), and certain subsidiaries of the Company (the “Subsidiary Guarantors”) entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, Truist Securities, Inc., and Wells Fargo Securities, LLC, as representatives (the “Representatives”) of the several initial purchasers named therein (collectively, the “Initial Purchasers”), to issue and sell $1,400,000,000 aggregate principal amount of 0.972% Senior Secured Notes due 2024 (the “Notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The Company estimates that the net proceeds from this offering will be approximately $1,394,400,000, after deducting the initial purchasers’ discounts and commissions and its estimated offering expenses. The Company intends to use the net proceeds from the issuance and sale of the Notes to repay substantially all of the amounts outstanding under the Company’s Amended and Restated Credit Agreement dated as of May 29, 2018, as amended (the “Term Loan Facility”), and intends to use borrowings under its revolving credit agreement for the payment of all related fees and expenses and the currently remaining balance under the Term Loan Facility. The amounts drawn under the Term Loan Facility bear a variable interest rate, currently at 2.15%, and mature on May 29, 2025.

Supporting evidence: On December 14, 2020, Microchip Technology Incorporated, a Delaware corporation (“Microchip” or the “Company”), and certain subsidiaries of the Company (the “Subsidiary Guarantors”) entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, Truist Securities, Inc., and Wells Fargo Securities, LLC, as representatives (the “Representatives”) of the several initial purchasers named therein (collectively, the “Initial Purchasers”), to issue and sell $1,400,000,000 aggregate principal amount of 0.972% Senior Secured Notes due 2024 (the “Notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.

WHEREAS, the Company has duly authorized the creation of and issue of $1,400,000,000 aggregate principal amount of 0.972% Senior Secured Notes due 2024 (the “*Initial Notes*”);

Issuer evidence: INDENTURE, dated as of December 17, 2020, among Microchip Technology Incorporated, a Delaware corporation (the “Company”), the Guarantors listed on the signature pages hereto and Wells Fargo Bank, National Association, as trustee and collateral agent.

Supporting evidence: WHEREAS, the Company has duly authorized the creation of and issue of $1,400,000,000 aggregate principal amount of 0.972% Senior Secured Notes due 2024 (the “Initial Notes”);

Supporting evidence: WHEREAS, the Company has duly authorized the creation of and issue of $1,400,000,000 aggregate principal amount of 0.972% Senior Secured Notes due 2024 (the “Initial Notes”);

Microchip Technology Incorporated, a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $1,400,000,000 principal amount of its 0.972% Senior Secured Notes due 2024 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of December 17, 2020 (the “Indenture”), among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”), and will be guaranteed in accordance with the terms of the Indenture on a secured senior basis (the “Guarantees”) by each of the Guarantors.

Issuer evidence: Microchip Technology Incorporated, a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $1,400,000,000 principal amount of its 0.972% Senior Secured Notes due 2024 (the “Securities”).

Supporting evidence: Microchip Technology Incorporated, a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $1,400,000,000 principal amount of its 0.972% Senior Secured Notes due 2024 (the “Securities”).

WHEREAS, the Company has duly authorized the creation of and issue of $1,200,000,000 aggregate principal amount of 4.250% Senior Notes due 2025 (the “*Initial Notes*”);

Issuer evidence: INDENTURE, dated as of May 29, 2020, among Microchip Technology Incorporated, a Delaware corporation (the “*Company*”), the Guarantors listed on the signature pages hereto and Wells Fargo Bank, National Association, as trustee.

Supporting evidence: WHEREAS, the Company has duly authorized the creation of and issue of $1,200,000,000 aggregate principal amount of 4.250% Senior Notes due 2025 (the “*Initial Notes*”);

Supporting evidence: WHEREAS, the Company has duly authorized the creation of and issue of $1,200,000,000 aggregate principal amount of 4.250% Senior Notes due 2025 (the “*Initial Notes*”);

WHEREAS, each of the Company and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (the “*Indenture*”), dated as of May 29, 2020, providing for the issuance of $1,200,000,000 aggregate principal amount of 4.250% Senior Notes due 2025 (the “*Notes*”);

Issuer evidence: Supplemental Indenture (this “*Supplemental Indenture*”), dated as of [ ] [ ], 20[ ], among (the “*Guaranteeing Subsidiary*”), a subsidiary of Microchip Technology Incorporated, a Delaware corporation (the “*Company*”), the Company and Wells Fargo Bank, National Association, as trustee (the “*Trustee*”).

Supporting evidence: WHEREAS, each of the Company and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (the “*Indenture*”), dated as of May 29, 2020, providing for the issuance of $1,200,000,000 aggregate principal amount of 4.250% Senior Notes due 2025 (the “*Notes*”);

Supporting evidence: WHEREAS, each of the Company and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (the “*Indenture*”), dated as of May 29, 2020, providing for the issuance of $1,200,000,000 aggregate principal amount of 4.250% Senior Notes due 2025 (the “*Notes*”);