Adeia Inc. Enters Material Definitive Agreement

TL;DR

Adeia Inc. just signed a big deal, creating a new financial obligation. Details in the 8-K.

AI Summary

Adeia Inc. (formerly Xperi Holding Corp) entered into a material definitive agreement on May 20, 2024. This agreement creates a direct financial obligation for the registrant. The filing also includes financial statements and exhibits related to this event.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Adeia Inc., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement and creating a direct financial obligation can introduce new risks and financial commitments for the company.

Key Players & Entities

• Adeia Inc. (company) — Registrant
• Xperi Holding Corp (company) — Former company name
• May 20, 2024 (date) — Date of report and earliest event

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock (par value $0.001 per share) ADEA Nasdaq Global Selec
• $561,125,000 — s") in an aggregate principal amount of $561,125,000, and provides for, among other things,

Filing Documents

• adea-20240520.htm (8-K) — 50KB
• adea-ex10_1.htm (EX-10.1) — 1630KB
• 0000950170-24-062378.txt ( ) — 2019KB
• adea-20240520.xsd (EX-101.SCH) — 26KB
• adea-20240520_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Credit Agreement Amendment On May 20, 2024, Adeia Inc. (the "Company") entered into Amendment No. 3 to Credit Agreement (the "Amendment") among the Company, the subsidiaries of the Company party thereto, Bank of America, N.A., as administrative agent (in such capacity, the "Administrative Agent") and collateral agent (in such capacity, the "Collateral Agent"), and the lenders party thereto, which amended the Credit Agreement, dated as of June 1, 2020 (as amended by Amendment No. 1 to Credit Agreement, dated as of June 8, 2021, by Amendment No. 2 to Credit Agreement, dated as of May 30, 2023, and the Amendment, the "Credit Agreement"), by and among the Company, the lenders from time to time party thereto, the Administrative Agent and the Collateral Agent. The Amendment reprices the entire amount of term loans issued under the Credit Agreement through a refinancing of the existing term loans with a new tranche of term loans (the "Refinancing Term B Loans") in an aggregate principal amount of $561,125,000, and provides for, among other things, (i) a reduction of the interest rate margin applicable to such loans to (x) in the case of SOFR loans, 3.00% per annum and (y) in the case of base rate loans, 2.00% per annum, (ii) a reduction in the excess cash flow mandatory payment thresholds and (iii) a prepayment premium of 1.00% in connection with any repricing transaction with respect to the Refinancing Term B Loans within six months of the closing date of the Amendment. The Refinancing Term B Loans will mature on June 8, 2028, the same date upon which the existing term loans matured prior to giving effect to the Amendment. The description of the Amendment contained in this Current Report on Form 8-K is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein. Item 2.03 Creation of a Direct Financial

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Amendment No. 3 to Credit Agreement, dated as of May 20, 2024, among Adeia Inc., the subsidiaries of Adeia Inc. party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (including Conformed Credit Agreement giving effect to Amendments).* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Exhibits to Exhibit 10.1 have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally to the Securities and Exchange Commission a copy of the omitted exhibits upon request, provided that the registrant may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

SIGNATURES

SIGNATURES 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. Date: May 20, 2024 ADEIA INC. By: /s/ Keith A. Jones Name: Keith A. Jones Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR