Microchip (NASDAQ: MCHP) prices $900M zero-coupon convertible notes and capped calls
Rhea-AI Filing Summary
Microchip Technology Incorporated is issuing $900 million of 0% Convertible Senior Notes due 2030 in a private offering to qualified institutional buyers. An initial $800 million was sold, and initial purchasers fully exercised a $100 million option.
The notes are senior unsecured, mature on February 15, 2030, and are convertible at an initial rate of 9.5993 shares per $1,000 principal (a conversion price of about $104.17 per share, a 40% premium to the $74.41 stock price on February 9, 2026). Microchip will settle conversions with cash up to principal and may use cash, stock, or both for any excess.
Net proceeds were approximately $883.3 million. Microchip used about $68.0 million to buy capped call transactions that are designed to limit dilution, with a cap price of $148.82 per share (a 100% premium to $74.41). The remaining proceeds are intended to repay notes outstanding under its commercial paper program.
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Insights
Microchip raises $900M via zero-coupon converts, pairing them with capped calls to manage dilution.
Microchip Technology is adding $900 million of senior unsecured convertible debt maturing in
The conversion price represents a roughly
To mitigate potential dilution, Microchip spent about
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
(Exact Name Of Registrant As Specified In Its Charter)
(State Or Other Jurisdiction Of Incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
(Address Of Principal Executive Offices, Including Zip Code)
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(Registrant’s 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:
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:
Title of Each Class |
Trading Symbol |
Name of Each Exchange on Which Registered | ||
| (Nasdaq Global Select Market) | ||||
| (Nasdaq Global Select Market) |
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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Purchase Agreement
On February 9, 2026, Microchip Technology Incorporated (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, BofA Securities, Inc. and Truist Securities, Inc., as representatives of the several initial purchasers (the “Initial Purchasers”), to issue and sell $800 million aggregate principal amount of its 0% Convertible Senior Notes due 2030 (the “Initial Notes”). In addition, the Company granted the Initial Purchasers a 13-day option to purchase up to an additional $100 million aggregate principal amount of such notes on the same terms and conditions (the “Additional Notes” and together with the Initial Notes, the “Notes”). On February 10, 2026, the Initial Purchasers exercised their option to purchase the Additional Notes in full.
The Company offered and sold the Notes to the Initial Purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Notes were subsequently resold by the Initial Purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the Initial Purchasers in the Purchase Agreement. The shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
To the extent that any shares of Common Stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of Common Stock.
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 Purchasers against certain liabilities.
Convertible Notes and the Indenture
The Company issued the Notes pursuant to an indenture, dated February 11, 2026 (the “Indenture”), by and between the Company and Computershare Trust Company, National Association, as trustee. The Notes are senior unsecured obligations of the Company. The Indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the Notes become automatically due and payable.
The Notes will mature on February 15, 2030, unless earlier redeemed, repurchased or converted. The Notes will not bear interest and the principal amount of the Notes will not accrete. The Notes may bear special interest under specified circumstances relating to the Company’s failure to comply with its reporting obligations. The Notes will be convertible at the option of the noteholders at any time prior to the close of business on the business day immediately preceding November 15, 2029, only under the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending on June 30, 2026 (and only during such fiscal quarter), if the last reported sale price of the Company’s Common Stock, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price (as defined in the Indenture) per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Common Stock and the conversion rate on each such trading day; (3) if the Company calls such Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after November 15, 2029, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances. Upon conversion, the Company will satisfy its conversion obligation by paying cash up to the aggregate principal amount of the Notes to be converted and pay or deliver, as the case may be, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the Notes being converted, in the manner and subject to the terms and conditions provided in the Indenture. The conversion rate for the Notes will initially be 9.5993 shares of Common Stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $104.17 per share of Common Stock. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture.
The Company may not redeem the Notes prior to February 20, 2029. The Company may redeem for cash all or any portion of the Notes, at its option, on or after February 20, 2029 and prior to the 21st scheduled trading day immediately preceding the maturity date, if the last reported sale price of Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period, ending on and including the trading day preceding the date on which the Company provides notice of redemption, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus any accrued and unpaid special interest to, but excluding, the redemption date. No sinking fund is provided for the Notes, which means that the Company is not required to redeem or retire the Notes periodically.
If the last reported sale price of the Common Stock is less than the conversion price on the trading day immediately preceding the business day immediately preceding February 15, 2029, holders of the notes have the right to require the Company to repurchase for cash all or any portion of their notes on February 15, 2029 at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid special interest to, but excluding, the repurchase date.
A copy of the Indenture (including the form of the Note) is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference (and this description is qualified in its entirety by reference to such document).
The net proceeds from this offering were approximately $883.3 million, after deducting the Initial Purchasers’ discounts and commissions and the Company’s estimated offering expenses. The Company used approximately $68.0 million of the net proceeds of the offering to pay the cost of the capped call transactions described below. The Company intends to use the remainder of the net proceeds from the offering to repay notes outstanding under the Company’s commercial paper program.
Capped Call Transactions
On February 9, 2026 in connection with the pricing of the Notes, and on February 10, 2026 in connection with the Initial Purchasers’ exercise of the option to purchase Additional Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the Initial Purchasers or their respective affiliates and other financial institutions (the “Option Counterparties”). The Capped Call Transactions cover, subject to anti-dilution adjustments, the number of shares of Common Stock underlying the Notes sold in the offering. The Capped Call Transactions are generally expected to reduce potential dilution to the Common Stock upon any conversion of Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the Capped Call Transactions will initially be $148.82 per share, and is subject to certain adjustments under the terms of the Capped Call Transactions.
The Capped Call Transactions are separate transactions entered into by the Company with the Option Counterparties, are not part of the terms of the Notes and will not affect any holder’s rights under the Notes. Holders of the Notes will not have any rights with respect to the Capped Call Transactions.
The foregoing description of the Capped Call Transactions is qualified in its entirety by reference to the form of capped call transaction confirmation relating to the Capped Call Transactions attached as Exhibit 10.1 to this Current Report on Form 8-K and 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.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02 Unregistered Sale of Equity Securities.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01 Other Events.
On February 9, 2026, the Company issued a press release announcing its intention to offer, subject to market and other conditions, $600 million aggregate principal amount of the Notes in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On February 10, 2026, the Company issued a press release announcing that it had priced the offering of the Notes. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
| Exhibit No. |
Exhibit Description | |
| 4.1 | Indenture, dated as of February 11, 2026, by and between Microchip Technology Incorporated and Computershare Trust Company, National Association, as trustee. | |
| 4.2 | Form of 0% Convertible Senior Notes due 2030 (included in Exhibit 4.1). | |
| 10.1 | Form of Capped Call Transaction Confirmation. | |
| 99.1 | Press release, dated February 9, 2026. | |
| 99.2 | Press release, dated February 10, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| Microchip Technology Incorporated | ||||||
Date: February 11, 2026 |
|
By: /s/ J. Eric Bjornholt | ||||
| J. Eric Bjornholt | ||||||
Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | ||||||
Exhibit 99.1
Microchip Technology Announces Proposed Private Offering of $600 Million of Convertible Senior Notes
CHANDLER, ARIZONA, February 9, 2026 — (NASDAQ: MCHP) Microchip Technology Incorporated (“Microchip”), a leading provider of smart, connected, and secure embedded control solutions, today announced its intention to offer, subject to market conditions and other factors, $600 million aggregate principal amount of Convertible Senior Notes due 2030 (the “notes”) in a private offering (the “offering”) only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Microchip also expects to grant the initial purchasers of the notes an option to purchase, within a 13-day period beginning on, and including, the date Microchip first issues the notes, up to an additional $90 million aggregate principal amount of the notes. The notes will be senior, unsecured obligations of Microchip, and interest will be payable semi-annually in arrears. Upon conversion, Microchip will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, shares of Microchip’s common stock (“common stock”) or a combination of cash and shares of common stock, at Microchip’s election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the notes being converted. The interest rate, conversion rate and other terms of the notes are to be determined upon pricing of the offering.
Microchip intends to use a portion of the net proceeds of the offering to pay the cost of capped call transactions with the option counterparties, as described below. If the initial purchasers exercise their option to purchase additional notes, Microchip expects to use a portion of the net proceeds from the sale of such additional notes to enter into additional capped call transactions with the option counterparties. Microchip intends to use the remaining net proceeds to repay notes outstanding under Microchip’s commercial paper program.
In connection with the pricing of the notes, Microchip has been advised that J. Wood Capital Advisors LLC (“JWCA”), Microchip’s financial advisor with respect to the offering, intends to purchase up to $25 million of shares of common stock concurrently with the offering in privately negotiated transactions with institutional investors through one of the initial purchasers or its affiliate (the “JWCA Purchase”).
In connection with the pricing of the notes, Microchip expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers and/or their respective affiliates and/or other financial institutions (the “option counterparties”). The capped call transactions will cover, subject to anti-dilution adjustments, the number of shares of common stock underlying the notes sold in the offering. The capped call transactions are generally expected to reduce potential dilution to the common stock upon any conversion of notes and/or offset any cash payments Microchip elects to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap.
Microchip has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to purchase shares of common stock and/or enter into various derivative transactions with respect to the common stock concurrently with or shortly after the pricing of the notes. This activity, as well as the JWCA Purchase, could increase (or reduce the size of any decrease in) the market price of the common stock or the notes at that time. In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the common stock and/or purchasing or selling the common stock or other securities of Microchip in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so during any observation period related to a conversion of the notes, in connection with any redemption, fundamental change (to be defined in the indenture governing the notes) repurchase of the notes or repurchase of the notes on the repurchase date (to be defined in the indenture governing the notes) and, to the extent Microchip unwinds a corresponding portion of the capped call transactions, following any other repurchase of the notes). This activity could also cause or avoid an increase or a decrease in the market price of the common stock or the notes, which could affect the ability of noteholders to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the number of shares and value of the consideration that noteholders will receive upon conversion of the notes.
The notes will only be offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. Neither the notes nor the shares of common stock potentially issuable upon conversion of the notes, if any, have been, or will be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from such registration requirements.
This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
Investor Relations Contact:
J. Eric Bjornholt, Chief Financial Officer
Sajid Daudi, Head of Investor Relations
(480) 792-7385
Exhibit 99.2
Microchip Technology Announces Upsize and Pricing of Offering of $800 Million of Convertible Senior Notes
CHANDLER, ARIZONA, February 10, 2026 – (NASDAQ: MCHP) — Microchip Technology Incorporated, a leading provider of smart, connected, and secure embedded control solutions, today announced the pricing of $800 million aggregate principal amount of Convertible Senior Notes due 2030 (the “notes”) in a private offering (the “offering”) only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The size of the offering was increased from the previously announced $600 million in aggregate principal amount. Microchip also granted the initial purchasers of the notes an option to purchase, within a 13-day period beginning on, and including, the date Microchip first issues the notes, up to an additional $100 million aggregate principal amount of the notes. The sale of the notes to the initial purchasers is expected to settle on February 11, 2026, subject to customary closing conditions, and is expected to result in approximately $785.1 million in net proceeds to Microchip after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by Microchip (assuming no exercise of the initial purchasers’ option to purchase additional notes).
The notes will be senior, unsecured obligations of Microchip. The notes will not bear regular interest and the principal amount of the notes will not accrete. The notes will mature on February 15, 2030, unless earlier redeemed, repurchased or converted. Microchip may not redeem the notes prior to February 20, 2029. Microchip may redeem for cash all or any portion (subject to certain limitations) of the notes, at its option, on or after February 20, 2029 and prior to the 21st scheduled trading day immediately preceding the maturity date, if the last reported sale price of Microchip’s common stock (“common stock”) has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which Microchip provides notice of redemption, during any 30 consecutive trading day period ending on and including the trading day preceding the date on which Microchip provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus any accrued and unpaid special interest to, but excluding, the redemption date. No sinking fund is provided for the notes, which means that Microchip is not required to redeem or retire the notes periodically.
Holders may require Microchip to repurchase the notes for cash on February 15, 2029 (the “repurchase date”) at a purchase price equal to the principal amount thereof plus accrued and unpaid special interest. In addition, holders of the notes will have the right to require Microchip to repurchase all or a portion of their notes upon the occurrence of a fundamental change (as defined in the indenture governing the notes) at a purchase price of 100% of their principal amount plus any accrued and unpaid special interest. In connection with certain corporate events or if Microchip calls any notes for redemption, Microchip will, under certain circumstances, increase the conversion rate for noteholders who elect to convert their notes in connection with any of such corporate events or convert their notes called for redemption.
The notes will be convertible at an initial conversion rate of 9.5993 shares of common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $104.17 per share, which represents a conversion premium of approximately 40.0% to the last reported sale price of $74.41 per share of the common stock on The Nasdaq Global Select Market on February 9, 2026).
Prior to the close of business on the business day immediately preceding November 15, 2029, the notes will be convertible at the option of the noteholders only upon the satisfaction of specified conditions and during certain periods. On or after November 15, 2029 until the close of business on the second scheduled trading day preceding the maturity date, the notes will be convertible at the option of the noteholders at any time regardless of these conditions. Upon conversion, Microchip will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at Microchip’s election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the notes being converted.
In connection with the pricing of the notes, Microchip has been advised that J. Wood Capital Advisors LLC (“JWCA”), Microchip’s financial advisor with respect to the offering, has agreed to purchase $25 million of shares of common stock concurrently with the offering in privately negotiated transactions with institutional investors through one of the initial purchasers or its affiliate (the “JWCA Purchase”).
In connection with the pricing of the notes, Microchip entered into privately negotiated capped call transactions with certain of the initial purchasers or their respective affiliates and certain other financial institutions (the “option counterparties”). The capped call transactions will cover, subject to anti-dilution adjustments, the number of shares of common stock underlying the notes sold in the offering. The capped call transactions are generally expected to reduce potential dilution to the common stock upon any conversion of notes and/or offset any cash payments Microchip is required make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the capped call transactions will initially be $148.82 per share, which represents a premium of 100.0% over the last reported sale price of the common stock of $74.41 per share on The Nasdaq Global Select Market on February 9, 2026, and is subject to certain adjustments under the terms of the capped call transactions.
Microchip has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to purchase shares of common stock and/or enter into various derivative transactions with respect to the common stock concurrently with or shortly after the pricing of the notes. This activity, as well as the JWCA Purchase, could increase (or reduce the size of any decrease in) the market price of the common stock or the notes at that time. In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the common stock and/or purchasing or selling the common stock or other securities of Microchip in secondary market transactions from time to time prior to the maturity of the notes (and are likely to do so during any observation period related to a conversion of the notes, in connection with any redemption, fundamental change repurchase of the notes or repurchase of the notes on the repurchase date and, to the extent Microchip unwinds a corresponding portion of the capped call transactions, following any other repurchase of the notes). This activity could also cause or avoid an increase or a decrease in the market price of the common stock or the notes, which could affect the ability of noteholders to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the number of shares and value of the consideration that noteholders will receive upon conversion of the notes.
Microchip intends to use approximately $60.5 million of the net proceeds of the offering to pay the cost of the capped call transactions described above. If the initial purchasers exercise their option to purchase additional notes, Microchip expects to use a portion of the net proceeds from the sale of such additional notes to enter into additional capped call transactions. Microchip intends to use the remaining net proceeds to repay notes outstanding under Microchip’s commercial paper program.
The notes were and will only be offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. Neither the notes nor the shares of common stock potentially issuable upon conversion of the notes, if any, have been, or will be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from such registration requirements.
This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
Investor Relations Contact:
J. Eric Bjornholt, Chief Financial Officer
Sajid Daudi, Head of Investor Relations
(480) 792-7385
FAQ
What did Microchip Technology (MCHP) disclose in its latest 8-K?
What are the key terms of Microchip Technology’s 0% Convertible Senior Notes due 2030?
How much cash will Microchip Technology receive from the convertible notes offering?
How will Microchip Technology use the proceeds from the convertible notes?
What is the conversion premium on Microchip Technology’s new convertible notes?
What are the capped call transactions Microchip Technology entered into?
When can Microchip Technology redeem or repurchase the new convertible notes?
Filing Exhibits & Attachments
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