MACOM Technology Solutions Holdings, Inc. Files 8-K

TL;DR

MACOM filed an 8-K detailing a material agreement and financial obligations.

AI Summary

On December 19, 2024, MACOM Technology Solutions Holdings, Inc. entered into a material definitive agreement related to a direct financial obligation. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits.

Why It Matters

This filing indicates significant financial activity and potential changes in the company's capital structure or operational agreements.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and financial obligations, which can carry inherent risks.

Key Players & Entities

• MACOM Technology Solutions Holdings, Inc. (company) — Registrant
• December 19, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-35451 (company_id) — SEC File Number
• 27-0306875 (tax_id) — I.R.S. Employer Identification No.
• 100 Chelmsford Street Lowell, Massachusetts 01851 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share MTSI Nasdaq Global Select Mar
• $344,316,000 — (the "Company") closed the issuance of $344,316,000 aggregate principal amount of the Compa
• $288.8 million — Notes, the "Securities"). Approximately $288.8 million of the Notes and the Common Stock were
• $257.7 million — sly announced exchange of approximately $257.7 million aggregate principal amount of the Compa
• $55.5 million — . The Company also issued approximately $55.5 million in aggregate principal amount of the No
• $49.9 million — (after expenses) totaled approximately $49.9 million and are expected to be used for general
• $1,000 — t as provided for in the Indenture) per $1,000 principal amount of the Notes, which is
• $174.03 — itial conversion price of approximately $174.03 per share, representing a conversion pr
• $136.49 — reported sale price of Common Stock of $136.49 per share on December 12, 2024. Holde

Filing Documents

• mtsi-20241219.htm (8-K) — 47KB
• exhibit41indenture.htm (EX-4.1) — 773KB
• image_0a.jpg (GRAPHIC) — 1KB
• image_1a.jpg (GRAPHIC) — 2KB
• image_2a.jpg (GRAPHIC) — 2KB
• image_3a.jpg (GRAPHIC) — 2KB
• image_4a.jpg (GRAPHIC) — 2KB
• 0001493594-24-000065.txt ( ) — 1090KB
• mtsi-20241219.xsd (EX-101.SCH) — 2KB
• mtsi-20241219_lab.xml (EX-101.LAB) — 21KB
• mtsi-20241219_pre.xml (EX-101.PRE) — 12KB
• mtsi-20241219_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Note Issuance On December 19, 2024, MACOM Technology Solutions Holdings, Inc. (the "Company") closed the issuance of $344,316,000 aggregate principal amount of the Company's 0.000% convertible senior notes due 2029 (the "Notes") and approximately 1,582,958 newly-issued shares of the Company's common stock, par value $0.001 per share ("Common Stock", and together with the Notes, the "Securities"). Approximately $288.8 million of the Notes and the Common Stock were issued in connection with the Company's previously announced exchange of approximately $257.7 million aggregate principal amount of the Company's 0.250% convertible senior notes due 2026 (the "Existing Convertible Notes" and such exchange, the "Exchange") pursuant to separate, privately negotiated exchange and subscription agreements (the "Exchange and Subscription Agreements") with a limited number of holders of the Existing Convertible Notes, in each case pursuant to exemptions from registration under the Securities Act of 1933, as amended (the "Securities Act"). The Company also issued approximately $55.5 million in aggregate principal amount of the Notes in a private placement to certain investors (the "Subscription" and, together with the Exchange, the "Transactions"). The net proceeds from the Subscription (after expenses) totaled approximately $49.9 million and are expected to be used for general corporate purposes. The Company did not receive any cash proceeds from the Exchange. The Notes were issued by the Company on December 19, 2024, pursuant to an Indenture dated as of such date (the "Indenture"), between the Company and U.S. Bank National Association, as trustee (the "Trustee"). The Notes do not bear regular interest, and the principal amount of the Notes does not accrete. The Notes are senior unsecured obligations of the Company and will mature on December 15, 2029, unless earlier redeemed, repurchased or converted. The Company will se

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. In separately negotiated private placement transactions in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), the Company issued the Notes and the Shares pursuant to the Transaction. Holders of such Notes may elect to resell the Notes to "qualified institutional buyers" pursuant to the exemption from registration provided by Rule 144A under the Securities Act. None of the Securities or the shares of Common Stock underlying the Notes (if the Company elects to settle conversions of the Notes through delivery of shares of Common Stock) have been registered under the Securities Act or may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Special Note Regarding Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements based on the Company's management's beliefs and assumptions and on information currently available to our management. These forward-looking statements include, among others, statements about the convertible senior notes. These forward-looking statements reflect the Company's current views about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause those events or our actual activities or results to differ materially from those indicated by the forward-looking statements, including potential changes in market conditions and those other factors described in "Risk Factors" in the Company's filings with the Securities and Exchange Commission ("SEC"), including its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and other filings with the SEC. These forward-looking statements speak only as of the date of this Current Report on Fo

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 4.1 Indenture, dated as of December 19, 2024, by and between MACOM Technology Solutions Holdings, Inc. and U.S. Bank Trust Company, National Association (including the form of the 0.000% Convertible Senior Note due 2029). 4.2 Form of 0.000% Convertible Senior Note due 2029 (included in Exhibit 4.1). 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) 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. MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC. Dated: December 20, 2024 By: /s/ John F. Kober John F. Kober Senior Vice President and Chief Financial Officer

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View this 8-K filing on SEC EDGAR