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

TL;DR

Synaptics signed a big deal & sold some stock. Watch this.

AI Summary

On November 22, 2024, Synaptics Incorporated entered into a material definitive agreement, likely related to a financial obligation. The filing also disclosed unregistered sales of equity securities and other events. The company is incorporated in Delaware and its fiscal year ends on June 26.

Why It Matters

This 8-K filing indicates significant corporate actions by Synaptics, including a new material agreement and 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 22, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 000-49602 (other) — SEC File Number

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share SYNA NASDAQ Global Select Ma
• $1,000 — hares of the Company's common stock per $1,000 principal amount of Notes, which is sub
• $50.0 million — their option to purchase an additional $50.0 million in aggregate principal amount of 0.75%
• $48.6 million — of the Option Notes were approximately $48.6 million after deducting the Initial Purchasers'
• $5.5 million — issions. The Company used approximately $5.5 million of the net proceeds from the sale of th
• $150.48 — l Capped Call Transactions is initially $150.48 per share, which represents a premium

Filing Documents

• syna-20241122.htm (8-K) — 33KB
• projectsentinel-closing8xk.htm (EX-10.1) — 270KB
• 0001628280-24-049269.txt ( ) — 471KB
• syna-20241122.xsd (EX-101.SCH) — 2KB
• syna-20241122_lab.xml (EX-101.LAB) — 21KB
• syna-20241122_pre.xml (EX-101.PRE) — 12KB
• syna-20241122_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. The disclosure set forth under the heading Additional Capped Call Transactions in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

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 Option Notes in Item 8.01 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 Option Notes in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Option Notes (as defined below in Item 8.01) were issued to the Initial Purchasers (as defined below in Item 8.01) 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 Option 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 common stock of Synaptics Incorporated (the "Company") that may be issued upon conversion of the Option 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. A maximum of 5,980,860 shares of the Company's common stock may be issued upon conversion of the Notes (as defined below in Item 8.01), based on the initial maximum conversion rate of 13.2908 shares of the Company's 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. Option Notes On November 22, 2024, the Company was notified by the initial purchasers (the "Initial Purchasers") of the 0.75% Convertible Senior Notes due 2031 (the "Original Notes") issued in the previously announced private offering, which closed on November 19, 2024, of the exercise in full of their option to purchase an additional $50.0 million in aggregate principal amount of 0.75% Convertible Senior Notes due 2031 (the "Option Notes," and together with the Original Notes, the "Notes"). On November 26, 2024, the Company closed on the issuance of the Option Notes to the Initial Purchasers. The net proceeds from the sale of the Option Notes were approximately $48.6 million after deducting the Initial Purchasers' discounts and commissions. The Company used approximately $5.5 million of the net proceeds from the sale of the Option Notes to pay the cost of the Additional Capped Call Transactions described below. The Option Notes have the same terms as the Original Notes issued on November 19, 2024 and were issued under the same Indenture as the Original Notes dated as of November 19, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee, which terms are described in the Company's Current Report on Form 8-K filed on November 19, 2024 (the "Prior 8-K"). The summary of the foregoing transactions is qualified in its entirety by reference to the text of the Indenture, including the Form of Global Note attached as Exhibit A thereto, which was filed as Exhibit 4.1 to the Prior 8-K and is incorporated herein by reference. Additional Capped Call Transactions On November 22, 2024, in connection with the sale of the Option Notes, the Company entered into privately negotiated capped call transactions (collectively, the "Additional Capped Call Transactions") with each of BNP Paribas, Deutsche Bank AG, London Branch (through its agent Deutsche Bank Securities, Inc.), The Toronto-Dominion Bank (represented by TD

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibits Exhibit Number Description 10.1 Form of Confirmation for the Additional Capped Call Transactions. 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 26, 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