Include Inline XBRLtrue0000895419
0000895419
2019-12-16
2019-12-16
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 16, 2019
CREE, INC.
(Exact name of registrant as specified in its charter)
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North Carolina | 0-21154 | 56-1572719 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
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4600 Silicon Drive | |
Durham | North Carolina | 27703 |
(Address of principal executive offices) | (Zip Code) |
(919) 407-5300
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report)
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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol | Name of each exchange on which registered |
Common Stock, $0.00125 par value | CREE | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Explanatory Note
This Amendment No. 1 to Current Report on Form 8-K/A amends the Current Report on Form 8-K originally filed by Cree, Inc. on December 19, 2019 (the “Original Form 8-K”) to add Inline eXtensible Business Reporting Language (“iXBRL”) tagging to the cover page. No other changes have been made to the Original Form 8-K.
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Item 1.01 | Entry into a Material Definitive Agreement. |
On December 16, 2019, Cree, Inc. (the “Company”) entered into a Fourth Amendment (the “Fourth Amendment”) to its Credit Agreement, dated as of January 9, 2015, with Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto, as amended by the First Amendment dated as of September 10, 2015, the Consent dated as of July 13, 2016, the Second Amendment dated as of November 13, 2017, the Third Amendment dated as of August 21, 2018, and the Consent dated as of March 14, 2019 (the “Original Credit Agreement”).
The Fourth Amendment amends the Original Credit Agreement to reduce the aggregate amount of the revolving line of credit available under the Original Credit Agreement from $500 million to $250 million, reduce the amount of swingline loans available under the revolving line of credit from $75 million to $30 million, and reduce the amount of letters of credit available under the revolving line of credit from $10 million to $5 million. The Fourth Amendment also amends the Original Credit Agreement to replace the financial covenant that previously required the Company to maintain a ratio of consolidated total indebtedness to EBITDA equal to or less than 4.50 to 1.00 with a new financial covenant that requires the Company to maintain a ratio of consolidated total indebtedness, net of up to $500 million of cash, cash equivalents, and marketable securities to EBITDA, equal to or less than 4.50 to 1.00. In addition, the Fourth Amendment amends the Original Credit Agreement to provide for the replacement of the eurocurrency rate and/or daily LIBOR rate with an alternative interest rate upon the phasing out of the eurocurrency rate and/or daily LIBOR rate.
The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amendment, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
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Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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| Exhibit No. | | Description of Exhibit |
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| 10.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Previously filed.
SIGNATURE
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.
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| CREE, INC. |
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| By: | | /s/ Bradley D. Kohn |
| | | Bradley D. Kohn |
| | | Senior Vice President and General Counsel |
Date: December 20, 2019