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On April 20, 2018, QUALCOMM Incorporated, a Delaware corporation (“Qualcomm”), entered into Amendment No. 1 (the “2016 Credit Agreement Amendment”), among Qualcomm, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent, to the Credit Agreement dated as of November 8, 2016 (the “2016 Credit Agreement”), among Qualcomm, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent, the proceeds of which will be used, in part, to finance the proposed acquisition of NXP Semiconductors N.V., a public limited liability company organized under the laws of The Netherlands (“NXP”), by Qualcomm River Holdings B.V., a private company with limited liability organized under the laws of The Netherlands and an indirect, wholly-owned subsidiary of Qualcomm  (“Qualcomm River Holdings”), pursuant to that certain purchase agreement dated as of October 27, 2016 (as amended by Amendment No. 1, dated as of February 20, 2018, and Amendment No. 2, dated as of April 19, 2018, the “Acquisition Agreement”), by and between Qualcomm River Holdings and NXP.  The 2016 Credit Agreement Amendment (i) extends the automatic termination date of the commitments under the 2016 Credit Agreement to the date that is five business days following July 25, 2018, (ii) establishes a maturity date of April 25, 2021 for any term loans drawn under the 2016 Credit Agreement, (iii) amends the definition of “Acquisition Agreement Letter of Credit” to reference the definition of “Letters of Credit” in Amendment No. 2, dated as of April 19, 2018, to the Acquisition Agreement (the “Acquisition Agreement Amendment”), (iv) (x) consents to each modification, consent, amendment or waiver to the Acquisition Agreement (A) to the extent any of the foregoing extend, or have the effect of extending, the End Date (as defined in the Acquisition Agreement) to no later than July 25, 2018 or (B) otherwise set forth in the Acquisition Agreement Amendment and (y) waives the requirement for arranger consent pursuant to Section 4.02(b) of the 2016 Credit Agreement solely with respect to the Acquisition Agreement Amendment and (v) eliminates the requirement that Qualcomm deliver (A) audited and unaudited financial statements for NXP and (B) pro forma financial statements for Qualcomm giving effect to the transactions contemplated by the 2016 Credit Agreement (and such other acquisitions).

The foregoing description of the 2016 Credit Agreement Amendment is not complete and is qualified in its entirety by reference to the 2016 Credit Agreement Amendment, which is filed as Exhibit 10.1 to this Form 8-K.

On April 20, 2018, Qualcomm also entered into Amendment No. 1 (the “2018 Credit Agreement Amendment”), among Qualcomm, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent, to the Credit Agreement dated as of March 6, 2018 (the “2018 Credit Agreement”), among Qualcomm, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent, certain of the proceeds of which will be used, in part, to finance the proposed acquisition of NXP by Qualcomm River Holdings pursuant to the Acquisition Agreement, and will otherwise be used for working capital, capital expenditures and other general corporate purposes.  The 2018 Credit Agreement Amendment (i) (x) extends the automatic termination date of the term commitments under the 2018 Credit Agreement to the date that is five business days following July 25, 2018 and (y) extends the automatic termination date of the revolving commitments under the 2018 Credit Agreement to the date that is five business days following July 25, 2018 (if the closing date under the 2018 Credit Agreement has not yet occurred), (ii) amends the definition of “Acquisition Agreement Letter of Credit” to reference the definition of “Letters of Credit” in the Acquisition Agreement Amendment, (iii) (x) consents to each modification, consent, amendment or waiver to the Acquisition Agreement (A) to the extent any of the foregoing extend, or have the effect of extending, the End Date (as defined in the Acquisition Agreement) to no later than July 25, 2018 or (B) otherwise set forth in the Acquisition Agreement Amendment and (y) waives the requirement for arranger consent pursuant to Section 4.02(b) of the 2018 Credit Agreement solely with respect to the Acquisition Agreement Amendment and (iv) eliminates the requirement that Qualcomm deliver audited and unaudited financial statements for NXP.

The foregoing description of the 2018 Credit Agreement Amendment is not complete and is qualified in its entirety by reference to the 2018 Credit Agreement Amendment, which is filed as Exhibit 10.2 to this Form 8-K.

 

 

	QUALCOMM Incorporated
Date:  April 24, 2018	By:	/s/ George S. Davis
		Name:  George S. Davis
		Title:    Executive Vice President and Chief
		Financial Officer