Item 1.01.
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Entry into a Material Definitive Agreement.
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On March 10, 2017 (the
Amendment
Date
), MACOM Technology Solutions Holdings, Inc. (the
Company
) entered into three amendments to its credit agreement dated as of May 8, 2014 (as previously amended, restated, supplemented or modified from time to
time, the
Credit Agreement
), among the Company, the lenders party thereto and Goldman Sachs Bank USA, as the administrative agent (in such capacity, the
Administrative Agent
), collateral agent, swing line lender
and L/C issuer.
Pursuant to the Second Incremental Amendment, dated as of the Amendment Date (the
Incremental Amendment
), among the
Company, Barclays Bank PLC and the Administrative Agent, the Company increased the revolving credit commitments available under its revolving credit facility by $30,000,000 to $160,000,000. No amounts were drawn under the increased revolving credit
commitments on the Amendment Date.
Pursuant to Amendment No. 4 to Credit Agreement, dated as of the Amendment Date (the
Revolver
Amendment
), among the Company, the revolving credit lenders and the Administrative Agent, the Credit Agreement was amended to provide that the financial covenant under the revolving credit facility would only be tested if, as of the last
date of any fiscal quarter, the aggregate amount outstanding under the revolving credit facility (other than with respect to (x) undrawn letters of credit in an amount not to exceed $5,000,000 and (y) letters of credit that have been cash
collateralized pursuant to the Credit Agreement) exceeds 35% of the revolving credit commitments under the Companys revolving credit facility. Prior to the Revolver Amendment, the threshold for testing the financial covenant was set at 25% of
the revolving credit commitments under the Companys revolving credit facility.
Pursuant to the Refinancing Amendment, dated as of the Amendment
Date (the
Refinancing Amendment
), among the Company, the term lenders party thereto and the Administrative Agent, the Companys existing term B loans were refinanced in full with a new tranche of term B loans at a reduced
interest rate. The new tranche of term B loans will bear interest at: (i) for LIBOR loans for any interest period, a rate per annum equal to the LIBOR rate as determined by the administrative agent, plus an applicable margin of (a) if the
Companys total first lien leverage ratio is greater than or equal to 2.00 to 1.00, 3.00% and (b) if the Companys total first lien leverage ratio is less than 2.00 to 1.00, 2.75%; and (ii) for base rate loans, a rate per annum
equal to the greater of (x) the prime rate quoted in the print edition of the Wall Street Journal, Money Rates Section, (y) the federal funds rate plus
one-half
of 1.00% and (z) the LIBOR rate
applicable to a
one-month
interest period plus 1.00% (but, in each case, not less than 1.00%), plus an applicable margin of (a) if the Companys total first lien leverage ratio is greater than or
equal to 2.00 to 1.00, 2.00% and (b) if the Companys total first lien leverage ratio is less than 2.00 to 1.00, 1.75%.
The foregoing
descriptions of the Incremental Amendment, the Revolver Amendment and the Refinancing Amendment do not purport to be complete and are qualified in their entirety by reference to the complete text of such amendments, which are filed with this Current
Report on Form
8-K
as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3.