UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 29, 2005
Conexant Systems, Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-24923 25-1799439
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
4000 MacArthur Boulevard
Newport Beach, CA 92660-3095
(Address of principal executive offices) (Zip code)
(949) 483-4600
(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))
INFORMATION TO BE INCLUDED IN THE REPORT
Item 1.01. Entry into a Definitive Material Agreement.
On November 29, 2005, Conexant Systems, Inc. (the "Company") entered into a
receivables purchase program pursuant to a receivables purchase agreement (the
"Receivables Purchase Agreement") under which it has agreed to sell from time to
time certain of the Company's accounts receivable to Conexant USA, LLC
("Conexant USA"), a special purpose entity that is controlled by the Company.
Concurrently with the Receivables Purchase Agreement, Conexant USA entered into
a credit agreement with Wachovia Bank, National Association (the "Credit
Agreement") providing for an $80 million credit facility secured by the assets
of Conexant USA. Pursuant to a servicing agreement between the Company and
Conexant USA (the "Servicing Agreement"), the Company performs collections and
administrative functions on behalf of Conexant USA. The program and the related
agreements are for a 364-day period, subject to 364-day extensions in
Wachovia's sole discretion at Conexant USA's request. Conexant USA is a separate
corporate entity with its own creditors who, in the event of Conexant USA's
liquidation, will be entitled to a claim on Conexant USA's assets prior to any
distribution to the Company. The financial results of Conexant USA are included
in the consolidated financial statements of the Company for financial reporting
purposes.
Receivables Purchase Agreement
Under the Receivables Purchase Agreement, the Company will sell certain of
its foreign and domestic accounts receivable, the payment of which is insured
under an insurance policy and which otherwise meet certain eligibility criteria,
to Conexant USA. The purchase price for the eligible receivables will be at an
agreed upon discount to the face value of the eligible receivable, and will be
payable in a combination of cash and a subordinated promissory note issued in
favor of the Company. The cash price paid for the purchase of an eligible
receivable will be based on the amount of Conexant USA's available cash and
available advances under the Credit Agreement, but must be at least 85% of the
uncollected value of the eligible receivable at the time of purchase. The cash
price for eligible receivables will be financed by the proceeds of borrowings
made under the Credit Agreement and with funds (in excess of certain required
minimum amounts) on deposit in Conexant USA's account. The remainder of the
purchase price for eligible receivables will be accounted for by an increase in
the balance owing to the Company on the subordinated promissory note, which will
be subordinate to Conexant USA's obligations to Wachovia under the Credit
Agreement. Purchases of eligible receivables will be settled weekly.
Conexant USA must maintain an insurance policy with a satisfactory
underwriter which insures the payment of the eligible receivables over political
and credit risks. Any proceeds from claims made under the insurance policy will
be applied to the repayment of borrowings under the Credit Agreement and then to
Conexant USA's account. Proceeds from the collection of the eligible receivables
will be used by Conexant USA to pay premiums on the insurance policy, to
purchase additional eligible receivables from the Company, to repay Wachovia the
principal and
2
interest on any amounts borrowed under the Credit Agreement, and to pay certain
fees and expenses of the program.
The Receivables Purchase Agreement contains representations, warranties,
covenants and indemnities customary for facilities of this type.
Credit Agreement
The Credit Agreement provides for a 364-day revolving credit facility to
finance the cash portion of the purchase price of eligible receivables. The
credit facility is subject to a 364-day extension in Wachovia's sole discretion
at Conexant USA's request. The Credit Agreement will be secured by a
first-priority security interest in favor of Wachovia on all of Conexant USA's
assets, including purchased eligible receivables, cash, accounts and proceeds of
the insurance policy. Outstanding borrowings under the Credit Agreement will
bear interest at a rate per annum equal to the 7-day LIBOR, plus 0.6%, payable
weekly on each settlement date. The outstanding principal amount of all
borrowings under the Credit Agreement may not exceed the lesser of 85% of the
uncollected value of eligible receivables which are eligible for coverage under
the insurance policy and $80 million. The Credit Facility contains certain
financial covenants applicable to the Company and its subsidiaries on a
consolidated basis, including a minimum shareholders' equity requirement and a
minimum cash and cash equivalents requirement. Conexant USA is also required to
maintain certain minimum amounts on deposit in its account during the duration
of program.
Conexant USA has paid Wachovia an initial program fee, will pay a final
program fee in January 2006 and will pay weekly a commitment fee on the daily
average unused portion of the credit facility at a rate of 0.2% per annum. The
Credit Agreement also contains customary terms regarding Conexant USA's payment
of breakage fees and other costs, expenses, and indemnities arising out of or
relating to LIBOR-based extensions of credit. Conexant USA also pays certain
fees and expenses of Wachovia.
Servicing Agreement
Pursuant to the terms of the Servicing Agreement and in its capacity as
servicer of the eligible receivables, the Company will be responsible for the
servicing and collection of the eligible receivables on behalf of Conexant USA.
All payments of the eligible receivables will be made to a lockbox account
established in connection with the program. Servicing of the eligible
receivables will be conducted in accordance with the Company's credit and
collection policies and procedures and the Company will make all claims under
the insurance policy and tender the proceeds of the policy to Wachovia for
disposition in accordance with the transaction documents. On each weekly
settlement date, Conexant USA will pay a servicing fee to the Company based on
the outstanding balance of the eligible receivables on the settlement date.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Receivables Purchase Agreement, dated as of November 29, 2005,
by and between Conexant USA, LLC and the Company.
99.2 Credit and Security Agreement, dated as of November 29, 2005,
by and between Conexant USA, LLC and Wachovia Bank, National
Association.
99.3 Servicing Agreement, dated as of November 29, 2005, by and between
the Company and Conexant USA, LLC.
SIGNATURES
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.
CONEXANT SYSTEMS, INC.
(Registrant)
By /s/ Dennis E. O'Reilly
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Name: Dennis E. O'Reilly
Title: Senior Vice President, Chief Legal Officer
and Secretary
Date: December 1, 2005
EXHIBIT INDEX
Exhibit
Numer Description
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99.1 Receivables Purchase Agreement, dated as of
November 29, 2005, by and between Conexant USA, LLC
and the Company.
99.2 Credit and Security Agreement, dated as of November 29,
2005, by and between Conexant USA, LLC and Wachovia
Bank, National Association.
99.3 Servicing Agreement, dated as of November 29, 2005, by
and between the Company and Conexant USA, LLC.