NEWPORT BEACH, Calif., Dec. 27, 2013 (GLOBE NEWSWIRE) -- Mindspeed Technologies, Inc. (the "Company"), a leading supplier of semiconductor solutions for network infrastructure, announced today the effective date of a Make-Whole Fundamental Change with respect to its 6.75% Convertible Senior Notes due 2017 (the "Notes"). On December 18, 2013, Micro Merger Sub, Inc., a Delaware corporation ("Merger Sub") and a wholly-owned subsidiary of M/A-COM Technology Solutions Holdings, Inc., a Delaware corporation ("MACOM"), merged with and into the Company with the Company becoming a wholly-owned subsidiary of MACOM (the "Merger"), pursuant to an Agreement and Plan of Merger, dated as of November 5, 2013, by and among MACOM, Merger Sub, and the Company.
The Merger constitutes a Make-Whole Fundamental Change under the indenture governing the Notes (as amended and supplemented, the "Indenture"), with an effective date of December 18, 2013. Pursuant to the Indenture, the Notes will be convertible at the option of the holders at an increased conversion rate from December 18, 2013 until the business day immediately prior to the Fundamental Change Repurchase Date (as defined in the Indenture) (such period, the "Make-Whole Fundamental Change Period"). The exact date of the Fundamental Change Repurchase Date will be specified by the Company in a separate notice that will be delivered to holders of Notes no later than December 28, 2013 and will be a date that is not less than 20 and not more than 35 business days after the date of such notice.
The Company and the trustee for the Notes executed a supplemental indenture in connection with the Merger, which effectively provides that, if a holder converts its Notes after December 18, 2013, such Notes will be convertible into the same type (and same proportions) of the merger consideration payable to the Company's stockholders in connection with the Merger. As a result, holders who properly deliver a notice of conversion to the Conversion Agent during the Make-Whole Fundamental Change Period will be entitled to convert each $1,000 principal amount of Notes into $1,392.18 in cash, which accounts for the increased conversion rate. Holders who properly deliver a notice of conversion as and when permitted by the Indenture after the Make-Whole Fundamental Change Period will be entitled to convert each $1,000 principal amount of Notes into $1,294.87 in cash.
In connection with the Merger, which constitutes a Fundamental Change under the Indenture, each holder of Notes also has the right to require the Company to purchase all of its Notes for cash on the Fundamental Change Repurchase Date at a repurchase price equal to 100% of the principal amount of such Notes, plus any accrued and unpaid interest thereon, to, but excluding, the Fundamental Change Repurchase Date. To elect such repurchase, holders must deliver a repurchase notice to the indenture trustee no later than 5:00 p.m., New York City time on the Business Day immediately prior to the Fundamental Change Repurchase Date. A holder may withdraw Notes surrendered for repurchase at any time prior to such date, but may not convert any Note with respect to which it has delivered a repurchase notice unless and until it withdraws such repurchase notice in accordance with the terms of the Indenture.
The name and address of the Paying Agent and the Conversion Agent is:
Wells Fargo Bank, National Association
707 Wilshire Boulevard, 17th Floor, Los Angeles CA 90017
MAC # E2818-176
Attention: Corporate Trust Services -- Administrator for Mindspeed Technologies, Inc. 6.75% Convertible Senior Note due 2017
Company Contact: M/A-COM Technology Solutions Holdings, Inc. Jessen Wehrwein Director, Corporate Communications P: 978-656-2853 E: Investor Relations Contact: Shelton Group Leanne K. Sievers EVP, Investor Relations P: 949-224-3874 E:
