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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 8-K

____________________________

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 2, 2022 (September 1, 2022)

SEMTECH CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation)

001-06395 |  | 95-2119684
(Commission File Number) |  | (IRS Employer Identification No.)

200 Flynn Road |  |
Camarillo, California |  | 93012-8790
(Address of principal executive offices) |  | (Zip Code)

805-498-2111

(Registrant’s telephone number, including area code)

Not applicable

(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 Exchange Act:

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common Stock, par value $0.01 per share |  | SMTC |  | The 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.

On September 1, 2022, Semtech Corporation (the “Registrant”), with certain of its domestic subsidiaries as guarantors, entered into a Second Amendment to Second Amended and Restated Credit Agreement (the “Second Amendment”) with the lenders referred to therein, and HSBC Bank USA, National Association, as administrative agent and as swing line lender and letter of credit issuer.

Pursuant to the Second Amendment, the Registrant’s existing revolving credit facility was amended to: (i) permit the consummation of, and certain transactions in connection with, the Registrant’s announced acquisition of Sierra Wireless, Inc., a Canadian corporation (the “Sierra Acquisition”), (ii) revise the financial maintenance covenant by increasing the maximum consolidated leverage ratio permitted for the six successive fiscal quarters following consummation of the Sierra Acquisition, (iii) permit the incurrence of up to $1.151 billion (plus the amount of fees and expenses related to the Sierra Acquisition) in additional secured debt in connection with the Sierra Acquisition, (iv) provide for limited conditions precedent in the event of a borrowing to finance the Sierra Acquisition and (v) make certain other changes as set forth in the Second Amendment, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K.

The summary set forth above is not intended to be complete and is qualified in its entirety by reference to the full text of the Second Amendment attached hereto as Exhibit 10.1

| Item 9.01 | Financial Statements and Exhibits.

(d) Exhibits

| Exhibit 10.1 | Second Amendment to Second Amended and Restated Credit Agreement, dated as of September 1, 2022, by and among Semtech Corporation, the subsidiary guarantors, HSBC Bank USA, National Association, as administrative agent, and certain lenders party thereto.

| Exhibit 104 | The Cover Page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101)

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.

|  |  | SEMTECH CORPORATION
Date: | September 2, 2022 |  | /s/ Emeka N. Chukwu
|  |  | Name: | Emeka N. Chukwu
|  |  | Title: | Chief Financial Officer