UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
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10.1 |
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104 |
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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
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 |
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ADEIA INC. |
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By: |
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/s/ Keith A. Jones |
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Name: |
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Keith A. Jones |
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Title: |
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Chief Financial Officer |