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Subsequent Event
6 Months Ended
Jun. 30, 2016
Subsequent Events [Abstract]  
Subsequent Event

NOTE 12 – Subsequent Event

 

We currently have a U.S. banking credit facility pursuant to a Credit Agreement (the “Credit Agreement”) dated as of January 8, 2013, as amended, under which we may draw up to $500 million with the availability of borrowing an additional $200 million, upon lender approval.  Capitalized terms used in this note without definition have the meanings given in the Credit Agreement. 

On July 18, 2016, the Company, Diodes International B.V. (the “Foreign Borrower” and, collectively with the Company, the “Borrowers”), and certain subsidiaries of the Company, including Diodes Holding B.V. (“DHBV”), as guarantors, entered into an amendment (the “Amendment”) to the Credit Agreement.  Pursuant to the Amendment, DHBV became a Loan Party, and has pledged its assets to secure the Foreign Obligations under the Credit Agreement.  The Company has, pursuant to the Credit Agreement, pledged the Equity Interests in DHBV to secure the Obligations (as to 65% of such Equity Interests) and the Foreign Obligations (as to the remaining 35% of such Equity Interests) under the Credit Agreement.

 

The Amendment allows transfer of interests in the Foreign Borrower, in certain of the Foreign Subsidiaries, and in certain other Subsidiaries of the Company to DHBV in addition to certain other corporate organizational changes and restructuring transactions.  The amendment subjects DHBV to a covenant limiting its activities to those of a holding company.

The changes consented to in the Amendment will result in the following: (a) the Company, Diodes Investment Company and Pericom together owning 100% of the Equity Interests in DHBV; (b) DHBV owning 100% of the Equity Interests of the Foreign Borrower and of Diodes Holdings UK Limited (“DHUK”); and (c) the Foreign Borrower owning 100% of the Equity Interests of Pericom Asia Limited and of PSE Technology Corporation.

As amended by the Amendment, the Borrowers under the Credit Agreement continue to be the Company and the Foreign Borrower; Diodes Investment Company, Diodes FabTech Inc. and Pericom continue to be Global Guarantors; and DHBV, DHUK, and Diodes Zetex Limited are Foreign Guarantors.

The Amendment also consents to Investment by the Foreign Borrower in the form of a one-time $9.0 million interest-bearing loan made by it to Diodes Hong Kong Holding Company Limited, and Investment by the Company in the form of a one-time $3.0 million interest bearing loan made by it to TF Semiconductor Solutions, Inc., an affiliate of the Company.

The foregoing summary does not purport to be a complete summary of the Amendment and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on July 22, 2016.  The other material terms of the Credit Agreement remain unchanged and are described in the Current Reports on Form 8-K filed with the SEC on January 11, 2013, June 24, 2015 and September 3, 2015.