Allegro MicroSystems Enters Material Definitive Agreement

TL;DR

Allegro MicroSystems just signed a big deal, filing an 8-K to confirm.

AI Summary

On April 25, 2024, Allegro MicroSystems, Inc. filed an 8-K report detailing the entry into a material definitive agreement. The filing also includes financial statements and exhibits related to this agreement. Specific details of the agreement, including the counterparty and financial terms, are not fully disclosed in the provided text but are indicated as material.

Why It Matters

This filing indicates a significant new contract or partnership for Allegro MicroSystems, which could impact its future revenue and strategic direction.

Risk Assessment

Risk Level: medium — The entry into a material definitive agreement suggests a significant business development that could carry inherent risks and rewards not yet fully detailed.

Key Players & Entities

• Allegro MicroSystems, Inc. (company) — Registrant
• April 25, 2024 (date) — Date of Report
• 001-39675 (other) — Commission File Number
• 46-2405937 (other) — IRS Employer Identification No.
• 955 Perimeter Road, Manchester, New Hampshire 03103 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share ALGM The Nasdaq Global Se
• $175 million — ibutions to Polar of, in the aggregate, $175 million (the "Transaction"). The Transaction
• $7.5 million — d by each of the Company (approximately $7.5 million in aggregate principal outstanding) and
• $310.7 million — a that it or they have awarded at least $310.7 million in aggregate direct funding and tax cre

Filing Documents

• algm-20240425.htm (8-K) — 47KB
• algm-ex10_1.htm (EX-10.1) — 737KB
• 0000950170-24-048323.txt ( ) — 1056KB
• algm-20240425.xsd (EX-101.SCH) — 60KB
• algm-20240425_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On April 25, 2024, Allegro MicroSystems, Inc. (the "Company"), Sanken Electric Co., Ltd. ("Sanken"), Polar Semiconductor, LLC ("Polar"), and PS Investment Aggregator, L.P. ("Subscriber") entered into a Sale and Subscription Agreement (the "Agreement"). Pursuant to the terms and conditions of the Agreement, in exchange for equity interests in Polar, Subscriber and an affiliate of Subscriber will make capital contributions to Polar of, in the aggregate, $175 million (the "Transaction"). The Transaction is subject to a number of conditions to Closing, including the contribution of outstanding Polar indebtedness held by each of the Company (approximately $7.5 million in aggregate principal outstanding) and Sanken in exchange for new Polar equity units to recapitalize Polar prior to Closing and Polar receiving confirmation from the United States Department of Commerce, the United States Department of the Treasury and/or the State of Minnesota that it or they have awarded at least $310.7 million in aggregate direct funding and tax credits pursuant to the Creating Helpful Incentives to Produce Semiconductors and Science Act of 2022 (the "CHIPS Act") or other grant-based funding program on terms and conditions acceptable to the Subscriber as well as other customary closing conditions. The Agreement also contemplates that following Closing, the Company, Sanken and Subscriber shall contribute all their equity interests in Polar in exchange for limited partnership interests of a newly formed Delaware limited partnership that, following a series of reorganization transactions (the "Reorganization"), will be the ultimate parent indirectly holding all of Polar's issued and outstanding equity units ("Polar Parent"). In connection with the Reorganization, the Company, Sanken and Subscriber shall enter into a new partnership agreement for Polar Parent to account for the Reorganization into a limited partnership structure. F

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description Exhibit 10.1* Sale and Subscription Agreement by and among Allegro MicroSystems, Inc., Sanken Electric Co., Ltd., Polar Semiconductor, LLC, and PS Investment Aggregator, L.P., dated as of April 25, 2024 Exhibit 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). *Schedules and exhibits to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish copies of any such schedules and exhibits to the Securities and Exchange Commission upon request.

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. ALLEGRO MICROSYSTEMS, INC. Date: April 25, 2024 By: /s/ Sharon S. Briansky Sharon S. Briansky Senior Vice President, General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR