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
June 5, 2015
(Date of earliest event reported)
Qorvo, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-36801 | 46-5288992 |
(State or Other Jurisdiction | (Commission File | (I.R.S. Employer |
of Incorporation) | Number) | Identification No.) |
7628 Thorndike Road, Greensboro, North Carolina 27409-9421
and
2300 N.E. Brookwood Parkway, Hillsboro, Oregon 97124
(Address of principal executive offices)
(Zip Code)
(336) 664-1233 and (503) 615-9000
(Registrant’s telephone number, including area code)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On June 5, 2015, Qorvo, Inc. (the “Company”) and certain material domestic subsidiaries of the Company (the “Guarantors”) entered into the First Amendment to that certain Credit Agreement, dated as of April 7, 2015, by and between the Company, the Guarantors, Bank of America, N.A., as administrative agent, swing line lender, and L/C issuer, and a syndicate of lenders (the “Amendment”). The Amendment modifies the definition of a “Change of Control” in Section 1.01. The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
10.1 | First Amendment to Credit Agreement, dated as of June 5, 2015 by and between Qorvo, Inc., certain of its material domestic subsidiaries, Bank of America, N.A. as administrative agent, swing line lender, and L/C issuer, and a syndicate of lenders | |
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.
Qorvo, Inc. | ||
By: | /s/ Steven J. Buhaly | |
Steven J. Buhaly | ||
Chief Financial Officer and Secretary | ||
Date: June 5, 2015
EXHIBIT INDEX
Exhibit No. | Description | |
10.1 | First Amendment to Credit Agreement, dated as of June 5, 2015 by and between Qorvo, Inc., certain of its material domestic subsidiaries, Bank of America, N.A. as administrative agent, swing line lender, and L/C issuer, and a syndicate of lenders | |
June 5, 2015
Qorvo, Inc.
7628 Thorndike Road
Greensboro, NC 27409
Re: | First Amendment to Credit Agreement, dated as of April 7, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among Qorvo, Inc., a Delaware corporation (the “Borrower”), certain of its Subsidiaries from time to time party thereto as Guarantors, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent |
Ladies and Gentlemen:
Reference is made to the Credit Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement.
The parties hereto agree that subclause (b) of the definition of “Change of Control” in Section 1.01 of the Credit Agreement is amended to read as follows:
(b) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.
The Credit Agreement remains in full force and effect as modified to the extent set forth herein. This letter agreement may be executed in any number of counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one agreement. Delivery of an executed counterpart of this letter by facsimile or other secure electronic format (.pdf) shall be effective as an original. This letter agreement shall be effective upon receipt by the Administrative Agent of counterparts of this letter agreement executed by the Loan Parties and the Required Lenders. This letter agreement is a Loan Document.
This letter shall be governed by and construed in accordance with the laws of the State of New York.
[signature pages follow].
Very truly yours,
BANK OF AMERICA, N.A.,
as Administrative Agent
By: /s/ Brenda Schriner
Name: Brenda Schriner
Title: Vice President
FIRST AMENDMENT
QORVO, INC.
LENDERS: BANK OF AMERICA, N.A.,
as a Lender, L/C Issuer and Swing Line Lender
By: /s/ Thomas M. Paulk
Name: Thomas M. Paulk
Title: Senior Vice President
TD BANK, N.A.,
as a Lender
By: /s/ M. Bernadette Collins
Name: M. Bernadette Collins
Title: Senior Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as a Lender
By: /s/ David G. Dickinson, Jr.
Name: David G. Dickinson, Jr.
Title: Senior Vice President
BANK OF THE WEST,
as a Lender
By:
Name:
Title:
BRANCH BANKING AND TRUST COMPANY,
as a Lender
By: /s/ Kelly Attayek
Name: Kelly Attayek
Title: Assistant Vice President
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
as a Lender
By: /s/ Lillian Kim
Name: Lillian Kim
Title: Director
FIRST AMENDMENT
QORVO, INC.
Accepted and Agreed to:
BORROWER: QORVO, INC.,
By: /s/ Suzanne B. Rudy
Name: Suzanne B. Rudy
Title: Vice President, Corporate Treasurer & Compliance Officer
GUARANTORS: | AMALFI SEMICONDUCTOR, INC. |
PREMIER SERVICES – A SIRENZA COMPANY
RF MICRO DEVICES, INC.
RF MICRO DEVICES INTERNATIONAL, INC.
TRIQUINT, INC.
TRIQUINT SEMICONDUCTOR, INC.
TRIQUINT TFR, INC.
By: /s/ Suzanne B. Rudy
Name: Suzanne B. Rudy
Title: Treasurer
RFMD, LLC
By: /s/ Suzanne B. Rudy
Name: Suzanne B. Rudy
Title: Manager
TRIQUINT SEMICONDUCTOR TEXAS, LLC
By: TriQuint Semiconductor, Inc., its member
By: /s/ Suzanne B. Rudy
Name: Suzanne B. Rudy
Title: Treasurer
TRIQUINT CW, INC.
By: /s/ Suzanne B. Rudy
Name: Suzanne B. Rudy
Title: Assistant Treasurer
FIRST AMENDMENT
QORVO, INC.