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EX-99.1 - EX-99.1 - TRIDENT MICROSYSTEMS INC | f58230exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 9, 2011
TRIDENT MICROSYSTEMS, INC.
(Exact name of registrant as specified in its charter)
0-20784
(Commission File Number)
(Commission File Number)
Delaware | 77-0156584 | |
(State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) |
1170 Kifer Road
Sunnyvale, California 94086
(Address of principal executive offices, with zip code)
Sunnyvale, California 94086
(Address of principal executive offices, with zip code)
(408) 962-5000
(Registrants telephone number, including area code)
(Registrants 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 (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On
February 9, 2011, Trident Microsystems, Inc., Trident Microsystems (Far East) Ltd.
(collectively, the Guarantors) and Trident Microsystems (Hong Kong) Limited (the Borrower, and
together with the Guarantors, the Loan Parties) entered into a loan, guaranty and security
agreement with Bank of America, N.A., acting through its Singapore branch (Agent), to establish a
senior secured revolving credit facility (the Credit Facility) to finance working capital.
Currently, there are no loans outstanding under the Credit Facility.
The Credit Facility provides for a $40 million revolving line of credit and includes a $10
million letter of credit sub-facility. Borrower has the right to
increase the Credit Facility
commitment by up to an additional $60 million provided that certain conditions are met. Borrowings
under the Credit Facility will bear interest at the Base Rate, as defined in the Credit Facility,
plus a margin ranging from 1.50% to 3.00% per annum, or at the option of the Borrower, rates based
on LIBOR plus a margin ranging from 2.25% to 3.75% per annum. Borrowings will be guaranteed by the
Guarantors, and are secured by substantially all of the assets of the Loan Parties, except for the
Loan Parties intellectual property. The maturity date of the Credit Facility is scheduled to be
February 9, 2014.
Under the Credit Facility, the Borrower may access credit based upon a certain percentage of
its eligible accounts receivable outstanding, subject to eligibility requirements, limitations and
covenants. The Credit Facility contains both affirmative and negative covenants, including
covenants that limit or restrict the Loan Parties ability to, among other things, incur
indebtedness, grant liens, make capital expenditures, merge or consolidate, dispose of assets, pay
dividends or make distributions, change the method of accounting, make investments and enter into
certain transactions with affiliates, in each case subject to materiality and other qualifications,
baskets and exceptions customary for a credit facility of this size and type. The Credit Facility
also contains a financial covenant that requires the Borrower to maintain a specified fixed charge
coverage ratio if either the Loan Parties liquidity or
availability under the Credit Facility drops below
certain thresholds.
The Borrowers obligations under the Credit Facility may be accelerated upon the occurrence of
an event of default under the Credit Facility documentation, which includes customary events of
default, including payment defaults, defaults in the performance of affirmative and negative
covenants, the inaccuracy of representations or warranties, a cross-default related to material
indebtedness, bankruptcy and insolvency related defaults, defaults relating to certain other
matters, loss of perfected lien status and the occurrence of a change of control.
Prior to the closing of the transactions contemplated by the Credit Facility, there were no
material relationships between the Loan Parties and Agent or any related parties or affiliates of
Agent.
A copy of the press release announcing the Credit Facility is attached hereto as Exhibit 99.1
and is 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.
Reference is made to Item 1.01 of this report regarding the Credit Facility.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description | |||
99.1 | Press
Release of Trident Microsystems, Inc. dated February 10, 2011 |
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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.
Date:
February 10, 2011
TRIDENT MICROSYSTEMS, INC.
/s/ David L. Teichmann | ||||
David L. Teichmann | ||||
Executive Vice President, General Counsel & Corporate Secretary | ||||
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