UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 193 4

Date of Report (Date of earliest event reported )
November 13, 2017 (November 10, 2017)
MCHPLOGOHORIZONTAL4C.JPG
MICROCHIP TECHNOLOGY INCORPORATED
(Exact Name Of Registrant As Specified In Its Charter)

Delaware
0-21184
86-0629024
(State or other Jurisdiction of Incorporation)
(Commission File No.)
(IRS Employer Identification No.)

2355 West Chandler Boulevard, Chandler, Arizona 85224-6199
(Address of Principal Executive Offices, Including Zip Code)

(480) 792-7200
(Registrant’s Telephone Number, Including Area Code)
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:
¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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. ¨

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Item 1.01.    Entry into a Material Definitive Agreement.

Microchip Technology Incorporated (the “ Company ”) is a party to that certain Amended and Restated Credit Agreement, dated as of June 27, 2013, as amended and restated as of February 4, 2015, by and among the Company, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “ Administrative Agent ”) (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”). As of November 9, 2017, the Credit Agreement provided for an approximately $2.822 billion revolving credit facility, which was made up of a single tranche available until February 4, 2020 (the “ 2020 Tranche Commitments ”).

Pursuant to the terms of the Credit Agreement, the Company entered into an Augmenting Lender Supplement, dated as of November 10, 2017, by and among the Company, the lender party thereto and the Administrative Agent (the “ Supplement ”). Pursuant to the Supplement, the lender party thereto provided $220.0 million of additional 2020 Tranche Commitments, resulting in approximately $3.042 billion of aggregate 2020 Tranche Commitments. The additional 2020 Tranche Commitments were obtained pursuant to provisions of the Credit Agreement that permit the Company, at its option and subject to certain requirements, to arrange with existing lenders and/or new lenders for them to provide additional commitments as long as the Company’s senior leverage ratio, as defined in the Credit Agreement, is equal to or less than 2.50 to 1.00.

Certain of the lenders under the Credit Agreement and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company or the Company’s affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

Additional details of the Credit Agreement were previously disclosed in the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on February 4, 2015, March 19, 2015, December 7, 2015, February 8, 2017, June 22, 2017 and September 1, 2017.

The foregoing description of the Supplement does not purport to be complete and is qualified in its entirety by reference to the full text of the Supplement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

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 in Item 1.01 above is incorporated herein by reference.
Item 9.01.    Financial Statements and Exhibits.
 
(d)
Exhibits.

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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.

Dated: November 13, 2017
Microchip Technology Incorporated

 
 
 
By:   /s/ J. Eric Bjornholt    
 
   J. Eric Bjornholt
   Vice President and Chief Financial Officer
   



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EXHIBIT INDEX

Exhibit No.
Description
10.1


4
EXECUTION COPY


EXHIBIT 10.1
AUGMENTING LENDER SUPPLEMENT
AUGMENTING LENDER SUPPLEMENT, dated November 10, 2017 (this “ Supplement ”), to the Amended and Restated Credit Agreement, dated as of June 27, 2013, as amended and restated as of February 4, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among Microchip Technology Incorporated (the “ Borrower ”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “ Administrative Agent ”).
W I T N E S S E T H
WHEREAS, the Credit Agreement provides in Section 2.20 thereof that any bank, financial institution or other entity may extend Revolving Commitments under the Credit Agreement subject to the approval of the Borrower and the Administrative Agent, by executing and delivering to the Borrower and the Administrative Agent a supplement to the Credit Agreement in substantially the form of this Supplement; and
WHEREAS, the undersigned Augmenting Lender was not an original party to the Credit Agreement but now desires to become a party thereto;
NOW, THEREFORE, each of the parties hereto hereby agrees as follows:
1. The undersigned Augmenting Lender agrees to be bound by the provisions of the Credit Agreement and agrees that it shall, on the date of this Supplement, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a 2020 Multicurrency Tranche Commitment with respect to Revolving Loans of $220,000,000.00.
2. The undersigned Augmenting Lender (a) represents and warrants that it is legally authorized to enter into this Supplement; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement; (c) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.





US-DOCS\95046108.3



3. The undersigned’s address for notices for the purposes of the Credit Agreement is as follows:
Royal Bank of Canada
Brookfield Place
200 Vesey Street
New York, NY 10281
Attention: Kamran Khan
Email: Kamran.khan@rbccm.com

4. The parties hereto agree that RBC Capital Markets is hereby designated as a Joint Bookrunner and a Joint Lead Arranger in respect of the credit facility evidenced by the Credit Agreement as modified hereby.
5. The Borrower hereby represents and warrants that no Default or Event of Default has occurred and is continuing on and as of the date hereof.
6. Terms defined in the Credit Agreement shall have their defined meanings when used herein.
7. This Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.
8. This Supplement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document.
9. This Supplement is a “Loan Document” for purposes of the Credit Agreement.
[remainder of this page intentionally left blank]


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IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.
ROYAL BANK OF CANADA

 
By:   /s/ Kamran Khan       
       Name: Kamran Khan
       Title: Authorized Signatory
   


Signagure Page to Augumenting Lender Supplement



Accepted and agreed to as of the date first written above:
MICROCHIP TECHNOLOGY INCORPORATED
By
/s/ J. Eric Bjornholt    
Name: J. Eric Bjornholt
Title: Vice President and Chief Financial Officer

Signagure Page to Augumenting Lender Supplement



Acknowledged as of the date first written above:
JPMORGAN CHASE BANK, N.A.
as Administrative Agent
By
/s/ Caitlin Stewart    
Name: Caitlin Stewart
Title: Vice President

Signagure Page to Augumenting Lender Supplement