Synaptics Inc. Files 8-K: Material Agreement, Equity Sales

TL;DR

Synaptics signed a big deal and sold some stock on Nov 13th.

AI Summary

On November 13, 2024, Synaptics Incorporated entered into a Material Definitive Agreement related to a direct financial obligation. The filing also disclosed unregistered sales of equity securities and other events. Specific details regarding the agreement, financial obligations, and equity sales are provided within the document.

Why It Matters

This filing indicates significant corporate actions by Synaptics, including a new definitive agreement and potential equity transactions, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• SYNAPTICS Inc (company) — Registrant
• November 13, 2024 (date) — Date of earliest event reported
• 0000817720 (company) — Central Index Key
• Delaware (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share SYNA NASDAQ Global Select Ma
• $400,000,000 — ics Incorporated (the "Company") issued $400,000,000 aggregate principal amount of its 0.75%
• $50,000,000 — s are first issued, up to an additional $50,000,000 aggregate principal amount of Notes.
• $1,000 — hares of the Company's common stock per $1,000 principal amount of Notes, which repres
• $99.69 — itial conversion price of approximately $99.69 per share of the Company's common stock
• $100.0 million — f the outstanding Notes unless at least $100.0 million aggregate principal amount of Notes are
• $100,000,000 — btedness for borrowed money of at least $100,000,000; and (vii) certain events of bankruptcy
• $150.48 — e Capped Call Transactions is initially $150.48 per share, which represents a premium o
• $44.4 million — ped Call Transactions was approximately $44.4 million. The Capped Call Transactions are sep
• $67.0 million — s of its common stock for approximately $67.0 million in privately negotiated transactions ef

Filing Documents

• syna-20241113.htm (8-K) — 47KB
• projectsentinel-closing8xkc.htm (EX-4.1) — 995KB
• projectsentinel-closing8xkb.htm (EX-10.1) — 267KB
• projectsentinel-closing8xka.htm (EX-99.1) — 17KB
• projectsentinel-closing8xk.htm (EX-99.2) — 19KB
• formula1filing.jpg (GRAPHIC) — 5KB
• formula2filing.jpg (GRAPHIC) — 6KB
• formula3filing.jpg (GRAPHIC) — 6KB
• formula4filing.jpg (GRAPHIC) — 6KB
• formula5filing.jpg (GRAPHIC) — 5KB
• formula6filing.jpg (GRAPHIC) — 7KB
• 0001628280-24-048534.txt ( ) — 1718KB
• syna-20241113.xsd (EX-101.SCH) — 2KB
• syna-20241113_lab.xml (EX-101.LAB) — 21KB
• syna-20241113_pre.xml (EX-101.PRE) — 12KB
• syna-20241113_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Indenture and Notes On November 19, 2024, Synaptics Incorporated (the "Company") issued $400,000,000 aggregate principal amount of its 0.75% Convertible Senior Notes due 2031 (the "Notes"). The Notes were issued pursuant to, and are governed by, an indenture (the "Indenture"), dated as of November 19, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). Pursuant to the purchase agreement between the Company and the representative of the initial purchasers of the Notes (the "Initial Purchasers"), the Company granted the Initial Purchasers an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $50,000,000 aggregate principal amount of Notes. The Notes will be the Company's senior, unsecured obligations and will be (i) equal in right of payment with the Company's existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company's existing and future indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to the Company's existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company's subsidiaries. The Notes will accrue interest at a rate of 0.75% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2025. The Notes will mature on December 1, 2031, unless earlier repurchased, redeemed or converted. Before September 2, 2031, noteholders will have the right to convert their Notes only upon the occurrence of certain events. From and after September 2, 2031, noteholders may convert their Note

03. Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item 2.03. Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth under the heading Indenture and Notes in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The disclosure set forth under the heading Indenture and Notes in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Notes were issued to the Initial Purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), in transactions not involving any public offering. The Notes were resold by the Initial Purchasers to persons whom the Initial Purchasers reasonably believe are "qualified institutional buyers," as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of the Company's common stock that may be issued upon conversion of the Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. Assuming the Initial Purchasers fully exercise their option to purchase additional Notes, initially, a maximum of 5,980,860 shares of the Company's common stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate of 13.2908 shares of common stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

01. Other Events

Item 8.01. Other Events. On November 13, 2024, the Company issued a press release relating to its proposed issuance of the Notes. On November 14, 2024, the Company issued a press release relating to the pricing of the Notes. Copies of the press releases are filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated by reference herein. Concurrently with the pricing of the Notes, the Company executed repurchase transactions to repurchase 890,484 shares of its common stock for approximately $67.0 million in privately negotiated transactions effected with or through one of the Initial Purchasers or its affiliate. The repurchase transactions are expected to settle on or about November 19, 2024.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibits Exhibit Number Description 4.1 Indenture, dated as of November 19, 2024, between Synaptics Incorporated and U.S. Bank Trust Company, National Association, as trustee. 4.2 Form of Certificate representing the 0.75% Convertible Senior Notes due 2031 (included as Exhibit A to Exhibit 4.1). 10.1 Form of Confirmation of Base Capped Call Transaction. 99.1 Press Release issued by Synaptics Incorporated on November 13, 2024. 99.2 Press Release issued by Synaptics Incorporated on November 14, 2024. 104 Cover page interactive data file (embedded within the inline XBRL document).

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 thereunto duly authorized. SYNAPTICS INCORPORATED Date: November 19, 2024 By: /s/ Lisa Bodensteiner Lisa Bodensteiner Senior Vice President, Chief Legal Officer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR