Item 1.01 Entry Into a Material Definitive Agreement.
As previously disclosed, Xperi Corporation, a Delaware corporation ("Xperi") and
TiVo Corporation, a Delaware corporation ("TiVo") obtained a debt commitment
letter (the "Commitment Letter"), dated December 18, 2019, with Bank of America,
N.A. ("Bank of America"), BofA Securities, Inc. and Royal Bank of Canada ("Royal
Bank"), pursuant to which, and subject to the terms and conditions set forth
therein, Bank of America and Royal Bank have committed to provide a senior
secured first lien term loan B facility in an aggregate principal amount of
$1,100 million (the "Debt Financing").
On January 3, 2020, Xperi, TiVo, Bank of America, Royal Bank and Barclays Bank
PLC ("Barclays") entered into a supplement to the Commitment Letter (the
"Supplement") to add Barclays as an additional initial lender and an additional
joint lead arranger and joint bookrunner and to reallocate a portion of the debt
commitments of Bank of America and Royal Bank under the Commitment Letter to
Barclays.
The foregoing summary of the Supplement and the transactions contemplated
thereby does not purport to be complete and is subject to, and qualified in its
entirety by, the full text of the Supplement attached hereto as Exhibit 10.1 and
incorporated herein by reference.
Important Information and Where to Find It
In connection with the proposed transaction, Xperi and TiVo will cause the
future parent company ("HoldCo") to file with the SEC a registration statement
on Form S-4 that will include a joint proxy statement of Xperi and TiVo and that
also will constitute a prospectus of HoldCo ("Joint Proxy
Statement/Prospectus"). Xperi, TiVo and HoldCo may also file other documents
with the SEC regarding the proposed transaction. This document is not a
substitute for the Joint Proxy Statement/Prospectus or any other document which
Xperi, TiVo or HoldCo may file with the SEC. INVESTORS, XPERI STOCKHOLDERS AND
TIVO STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY
OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL
AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION AND RELATED MATTERS. Investors, Xperi stockholders and TiVo
stockholders may obtain free copies of the Joint Proxy Statement/Prospectus
(when available) and other documents that are filed or will be filed with the
SEC by Xperi, TiVo or HoldCo through the website maintained by the SEC at
www.sec.gov or by contacting the investor relations department of Xperi or TiVo
at the following:
Xperi Corporation
3025 Orchard Parkway
San Jose, California 95134
Attention: Investor Relations
818-436-1231
IR@xperi.com
TiVo Corporation
2160 Gold Street
San Jose, California 95002
Attention: Investor Relations
818-295-6651
IR@tivo.com
Participants in the Solicitation
Xperi, TiVo or HoldCo and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding Xperi's directors and executive
officers, including a description of their direct interests, by security
holdings or otherwise, is contained in Xperi's proxy statement for its 2019
annual meeting of stockholders, which was filed with the SEC on March 20, 2019.
Information regarding TiVo's directors and executive officers, including a
description of their direct interests, by security holdings or otherwise, is
contained in TiVo's proxy statement for its 2019 annual meeting of stockholders,
which was filed with the SEC on March 15, 2019. Xperi stockholders and TiVo
stockholders may obtain additional information regarding the direct and indirect
interests of the participants in the solicitation of proxies in connection with
the proposed transaction, including the interests of Xperi and TiVo directors
and executive officers in the transaction, which may be different than those of
Xperi and TiVo stockholders generally, by reading the Joint Proxy
Statement/Prospectus and any other relevant documents that are filed or will be
filed with the SEC relating to the transaction.
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No Offer or Solicitation
This document is not intended to and shall not constitute an offer to sell or
the solicitation of an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote of approval, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
FORWARD-LOOKING STATEMENTS
This document contains "forward-looking statements" within the meaning of the
federal securities laws, including Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
These forward-looking statements are based on Xperi's and TiVo's current
expectations, estimates and projections about the expected date of closing of
the proposed transaction and the potential benefits thereof, its business and
industry, management's beliefs and certain assumptions made by Xperi and TiVo,
all of which are subject to change. In this context, forward-looking statements
often address expected future business and financial performance and financial
condition, and often contain words such as "expect," "anticipate," "intend,"
"plan," "believe," "could," "seek," "see," "will," "may," "would," "might,"
"potentially," "estimate," "continue," "expect," "target," similar expressions
or the negatives of these words or other comparable terminology that convey
uncertainty of future events or outcomes. All forward-looking statements by
their nature address matters that involve risks and uncertainties, many of which
are beyond our control, and are not guarantees of future results, such as
statements about the consummation of the proposed transaction and the
anticipated benefits thereof. These and other forward-looking statements,
including the failure to consummate the proposed transaction or to make or take
any filing or other action required to consummate the transaction on a timely
matter or at all, are not guarantees of future results and are subject to risks,
uncertainties and assumptions that could cause actual results to differ
materially from those expressed in any forward-looking statements. Accordingly,
there are or will be important factors that could cause actual results to differ
materially from those indicated in such statements and, therefore, you should
not place undue reliance on any such statements and caution must be exercised in
relying on forward-looking statements. Important risk factors that may cause
such a difference include, but are not limited to: (i) the completion of the
proposed transaction on anticipated terms and timing, including obtaining
shareholder and regulatory approvals, anticipated tax treatment, unforeseen
liabilities and other conditions to the completion of the transaction;
(ii) failure to realize the anticipated benefits of the proposed transaction,
including as a result of delay in completing the transaction or integrating the
businesses of Xperi and TiVo; (iii) potential litigation relating to the
proposed transaction that could be instituted against Xperi, TiVo or their
respective directors; (iv) the risk that disruptions from the proposed
transaction will harm Xperi's or TiVo's business, including current plans and
operations; (v) the ability of Xperi or TiVo to retain and hire key personnel;
(vi) potential adverse reactions or changes to business relationships resulting
from the announcement or completion of the proposed transaction;
(vii) uncertainty as to the long-term value of HoldCo Common Stock;
(viii) legislative, regulatory and economic developments affecting Xperi's and
TiVo's businesses; (ix) general economic and market developments and conditions;
(x) the evolving legal, regulatory and tax regimes under which Xperi and TiVo
operate; (xi) potential business uncertainty, including changes to existing
business relationships, during the pendency of the proposed transaction that
could affect Xperi's and/or TiVo's financial performance; (xii) restrictions
during the pendency of the proposed transaction that may impact Xperi's or
TiVo's ability to pursue certain business opportunities or strategic
transactions; (xiii) unpredictability and severity of catastrophic events,
including, but not limited to, acts of terrorism or outbreak of war or
hostilities, as well as Xperi's and TiVo's response to any of the aforementioned
factors; (xiv) failure to receive the approval of the stockholders of Xperi
and/or TiVo; and (xv) any plans regarding a potential separation of the combined
businesses. These risks, as well as other risks associated with the proposed
transaction, are more fully discussed in the Joint Proxy Statement/Prospectus to
be filed with the SEC in connection with the proposed transaction. While the
list of factors presented here is, and the list of factors presented in the
Joint Proxy Statement/Prospectus will be, considered representative, no such
list should be considered to be a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant additional obstacles to
the realization of forward looking statements. Consequences of material
differences in results as compared with those anticipated in the forward-looking
statements could include, among other things, business disruption, operational
problems, financial loss, legal liability to third parties and similar risks,
any of which could have a material adverse effect on Xperi's or TiVo's
consolidated financial condition, results of operations, or liquidity. Neither
Xperi nor TiVo assumes any obligation to publicly provide revisions or updates
to any forward-looking statements, whether as a result of new information,
future developments or otherwise, should circumstances change, except as
otherwise required by securities and other applicable laws.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Supplement to Commitment Letter and Fee Letter, dated as of
January 3, 2020, by and among Xperi Corporation, TiVo Corporation,
Bank of America, N.A., Royal Bank of Canada, and Barclays Bank PLC.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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