Item 1.01. Entry into a Material Definitive Agreement.
As previously reported, on November 2, 2016, Brocade Communications Systems,
Inc. (the "Company") entered into an Agreement and Plan of Merger with Broadcom
Limited ("Broadcom"), Broadcom Corporation and Bobcat Merger Sub, Inc. (the
"Merger Agreement") pursuant to which Broadcom agreed to acquire the Company
(the "Merger"). Due primarily to the pendency of the Merger and Broadcom's
stated intent to divest the Company's IP Networking business after the closing
of the Merger, the Company has experienced lower than expected revenue, earnings
and cash flows and higher than expected acquisition and integration expenses.
Accordingly, on August 11, 2017, the Company entered into Amendment No. 1 (the
"Amendment") to its Credit Agreement (the "Credit Agreement") with Wells Fargo
Bank, National Association, and certain other lenders from time to time party
thereto. The Amendment, which was effective for the Company's third fiscal
quarter of 2017, modifies the consolidated total leverage ratio covenant under
the Credit Agreement to (i) postpone the effective date of a previously
scheduled third fiscal quarter reduction in the maximum permitted consolidated
total leverage ratio from 3.50 to 1 to 3.25 to 1 until the Company's 2018 fiscal
year, thus keeping the maximum permitted ratio at 3.50 to 1 for both the
Company's third and fourth fiscal quarters of 2017, and (ii) temporarily suspend
the applicability of an existing 15% limit on the amount of certain expenses,
including acquisition, integration and restructuring expenses, that may be added
back when calculating Consolidated EBITDA for purposes of financial covenant
compliance for both the Company's third and fourth fiscal quarters of 2017.
The other substantive provisions of the Credit Agreement were not amended or
modified by the Amendment.
The foregoing summary of the Amendment is qualified in its entirety by reference
to the text of the Amendment filed as Exhibit 10.1 to this Form 8-K and
incorporated by reference herein.
Item 2.05. Costs Associated with Exit of Disposal Activities.
On August 11, 2017, the Board of Directors of the Company approved a workforce
reduction plan intended to facilitate the exit of personnel resources deemed
non-essential to the business of the Company due primarily to (i) the
divestiture of certain software product lines in the third and fourth fiscal
quarters of 2017 and (ii) an internal realignment of sales resources. The
workforce reduction plan impacts approximately 230 notified employees in the
United States who are expected to exit the Company during the Company's fourth
fiscal quarter of 2017. The Company expects to incur aggregate charges of
approximately $23 to $26 million in its fourth fiscal quarter of 2017 for
severance and other employee termination costs associated with the workforce
reduction plan. All of these charges are expected to result in cash
expenditures. The Company's headcount as of August 11, 2017, excluding the
notified employees and employees associated with the fiscal fourth quarter
software divestitures, was approximately 4,600.
Item 9.01. Financial Statements and Exhibits
Exhibit Number Exhibit Description
Amendment No. 1 to Credit Agreement, dated August 11, 2017, among
10.1 Brocade Communications Systems, Inc., Wells Fargo Bank, National
Association, and the other lenders party thereto
Legal Notice Regarding Forward-Looking Statements
This communication, and any documents to which the Company refers you in this
communication, contains not only historical information, but also
forward-looking statements made pursuant to the safe-harbor provisions of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements represent the Company's current expectations or beliefs concerning
future events, including but not limited to the expected completion and timing
of the proposed transaction and other information relating to the proposed
transaction. Without limiting the foregoing, the words "believes,"
"anticipates," "plans," "expects," "intends," "forecasts," "should,"
"estimates," "contemplate," "future," "goal," "potential," "predict," "project,"
"projection," "target," "seek," "may," "will," "could," "should," "would,"
"assuming" and similar expressions are intended to identify forward-looking
statements. You should read any such forward-looking statements carefully, as
they involve a number of risks, uncertainties and assumptions that may cause
actual results to differ significantly from those projected or contemplated in
any such forward-looking statement. Those risks, uncertainties and assumptions
include, (i) the risk that the proposed transaction may not be completed in a
timely manner or at all, which may adversely affect the Company's business and
the price of the Company's common stock, (ii) the failure to satisfy any of the
conditions to the consummation of the proposed transaction, including the
receipt of certain governmental and regulatory approvals, (iii) the occurrence
of any event, change or other circumstance that could give rise to the
termination of the Merger Agreement, (iv) the outcome of any legal proceedings
that have been or may be instituted against the Company related to the Merger
Agreement or the proposed transaction, and (v) other risks described in the
Company's filings with the SEC, such as its Quarterly Reports on Form 10-Q and
Annual Report on Form 10-K. Forward-looking statements speak only as of the date
of this communication or the date of any document incorporated by reference in
this document. Except as required by applicable law or regulation, the Company
does not assume any obligation to update any such forward-looking statements
whether as the result of new developments or otherwise.
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