Business Context and Reporting Period
This Form 8-K Current Report, dated June 30, 2026, is filed by Lattice Semiconductor Corporation (NASDAQ: LSCC). The filing discloses the entry into a new material definitive agreement regarding the company's credit facilities.
Key Financial Metrics and Debt Structure
The company entered into a Second Amended and Restated Credit Agreement establishing the following facilities:
- Senior Secured Revolving Loan Facility: $200.0 million aggregate principal amount.
- Senior Secured Delayed Draw Term Loan Facility: $950.0 million aggregate principal amount.
- Outstanding Borrowings: As of the closing date (June 30, 2026), there were no outstanding revolving loans or delayed draw term loans.
- Interest Rates: Borrowings bear interest at either a Base Rate (Prime, Fed Funds + 0.50%, or Term SOFR + 1.00%) plus a margin of 0.00% to 0.75%, or a Term SOFR rate plus a margin of 1.00% to 1.75%. Margins are determined by the consolidated total leverage ratio.
- Fees: The company must pay a "ticking fee" of 0.25% per annum on the undrawn portion of the delayed draw term loan commitments until funding or termination.
Material Changes and Purpose of Financing
The new Credit Agreement amends and restates the existing agreement dated September 1, 2022. The primary material changes and intended uses of proceeds include:
- AMI Acquisition Funding: Proceeds from the delayed draw term loans are designated to pay a portion of the cash purchase price for the acquisition of AMI (including refinancing AMI's outstanding indebtedness) and related transaction fees.
- Working Capital: Proceeds from the revolving loans may be used for working capital and general corporate purposes.
- Repayment Schedule: Delayed draw term loans, once borrowed, require quarterly repayments starting 1.250% of the original principal for the first four quarters, increasing to 1.875% for quarters five through twelve, and 2.5% thereafter, with a final maturity date of June 30, 2031.
Guidance, Risks, and Covenants
The filing outlines specific financial covenants and risks associated with the new debt structure:
- Covenants: The company must comply with a total net leverage ratio and an interest coverage ratio, tested quarterly. The agreement includes customary affirmative and negative covenants.
- Security: Obligations are guaranteed by certain subsidiaries and secured by substantially all of the company's and guarantors' respective assets.
- Termination of Commitment: The delayed draw term loan commitment terminates on the earliest of: November 9, 2026; the funding date; termination of the AMI Acquisition Agreement; voluntary termination by the company; or consummation of the AMI acquisition without using the term loans.
- Unusual Items: The filing does not disclose unusual items or specific management guidance beyond the terms of the credit agreement.
Investor Verification Checklist
- Verify the status of the AMI Acquisition Agreement to determine if the $950 million delayed draw term loan will be funded before the November 9, 2026 deadline.
- Review the upcoming Form 10-Q (for the quarter ended July 4, 2026) for the full text of the Credit Agreement and detailed covenant calculations.
- Monitor the company's consolidated total leverage ratio to assess potential impacts on interest rate margins and covenant compliance.
- Confirm the extent of asset collateralization and the specific subsidiaries providing guarantees under the new agreement.