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INVN > SEC Filings for INVN > Form 8-K on 13-Nov-2013All Recent SEC Filings

Show all filings for INVENSENSE INC

Form 8-K for INVENSENSE INC


13-Nov-2013

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligat


Item 1.01. Entry into a Material Definitive Agreement.

Purchase Agreement

On November 6, 2013, InvenSense, Inc. (the "Company") entered into a purchase agreement (the "Purchase Agreement") with Goldman, Sachs & Co., as initial purchaser (the "Initial Purchaser"), relating to the sale by the Company of $150 million aggregate principal amount of 1.75% Convertible Senior Notes due 2018 (the "Notes") in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). In addition, the Company granted the Initial Purchaser a 30-day option to purchase up to an additional $25 million aggregate principal amount of the Notes on the same terms and conditions. The Initial Purchaser exercised its option in full on November 7, 2013.

The net proceeds to the Company from the offering of Notes were approximately $169.3 million, after deducting the Initial Purchaser's discount and commissions and estimated offering expenses.

The Purchase Agreement includes customary representations, warranties and covenants by the Company and customary closing conditions. Under the terms of the Purchase Agreement, the Company has agreed to indemnify the Initial Purchaser against certain liabilities.

The description of the Purchase Agreement contained herein is qualified in its entirety by reference to the Purchase Agreement attached as Exhibit 10.1 to this report and incorporated herein by reference.

Indenture

On November 13, 2013, the Company entered into an indenture (the "Indenture") by and between the Company and Wells Fargo Bank, National Association, as trustee. The Notes will bear interest at a rate of 1.75% per year, payable semi-annually in arrears on May 1 and November 1 of each year, commencing May 1, 2014. The Notes will mature on November 1, 2018, unless earlier purchased by the Company or converted.

The initial conversion rate is 45.6830 shares of common stock per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $21.89 per share). The conversion rate will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest. In addition, upon the occurrence of a make-whole fundamental change (as defined in the Indenture), the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its Notes in connection with such make-whole fundamental change.

Prior to August 1, 2018, the Notes will be convertible only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2014, if, for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on the last trading day of the immediately preceding calendar quarter, the last reported sale price of the Company's common stock on such trading day is greater than or equal to 130% of the applicable conversion price on such trading day; (2) during the five consecutive business day period after any five consecutive trading day period in which, for each day of that period, the trading price per $1,000 principal amount of Notes for such trading day was less than 98% of the product of the last reported sale price of the Company's common stock and the applicable conversion rate on such trading day; or (3) upon the occurrence of specified corporate transactions. On and after August 1, 2018 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or a portion of their Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Notes will be settled in cash up to the aggregate principal amount of the Notes to be converted and, as the case may be, cash, shares of the Company's common stock or a combination of cash and shares of the Company's common stock, at the Company's election, in respect of the remainder, if any, as described in the Indenture.

The Company may not redeem the Notes prior to the maturity date. Upon the occurrence of a fundamental change (as defined in the Indenture), holders may require the Company to purchase all or a portion of their Notes for cash at a price equal to 100% of the principal amount of the Notes to be purchased plus any accrued and unpaid interest, if any, to, but excluding, the fundamental change purchase date.

The Notes will be the Company's unsecured and unsubordinated obligations and will rank senior in right of payment to any of the Company's future indebtedness that is expressly subordinated in right of payment to the Notes; rank equal in right of payment to the Company's existing and future unsecured indebtedness that is not so subordinated; be effectively subordinated in right of payment to any of its secured indebtedness to the extent of the value of the assets securing such indebtedness; and be structurally subordinated to all existing and future indebtedness and liabilities of subsidiaries of the Company.


The following events are considered "events of default," which may result in the acceleration of the maturity of the Notes:

(1) the Company defaults in the payment of interest on any Note when the same becomes due and payable and such default continues for a period of 30 days;

(2) the Company defaults in the payment of principal of any Note when the same . . .



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 by reference into this Item 2.03.



Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02.



Item 8.01 Other Events.

On November 6, 2013, the Company issued a press release announcing the pricing of its offering of $150 million aggregate principal amount of the Notes in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act, representing an increase in the size of the offering of the Notes from the previously announced $125 million aggregate principal amount. The Company also granted the Initial Purchaser of the Notes an option to purchase up to an additional $25 million aggregate principal amount of the Notes, representing an increase from the previously announced $18.75 million aggregate principal amount. A copy of the press release is filed as Exhibit 99.2 to this report and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit                                   Description

 4.1         Indenture, dated November 13, 2013, between InvenSense, Inc. and Wells
             Fargo Bank, National Association.

 4.2         Form of 1.75% Convertible Senior Note due 2018 (included in Exhibit
             4.1).

10.1         Purchase Agreement, dated November 6, 2013, between InvenSense, Inc.
             and Goldman, Sachs & Co., as initial purchaser.

10.2         Form of Convertible Bond Hedge Confirmation.

10.3         Form of Warrant Confirmation.

99.1         Press release dated November 6, 2013.


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