Business Context and Reporting Period
Company: MAXLINEAR, INC.
Filing Type: Form 8-K (Current Report)
Date of Report: October 31, 2012
Event: Entry into a Material Definitive Agreement regarding a stock repurchase.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on a specific corporate transaction.
Material Changes and Transaction Details
- Transaction: Agreement to repurchase 500,000 shares of Class B Common Stock from U.S. Venture Partners (USVP) and its affiliates.
- Post-Transaction Holdings: USVP will retain 1,896,571 shares of Class B Common Stock and hold zero shares of Class A common stock.
- Pricing Mechanism: The per-share repurchase price is set at the closing price of Class A common stock on the New York Stock Exchange on the first trading day after October 30, 2012.
- Authority: The transaction was approved by a special committee of directors exercising rights under a prior agreement disclosed on August 22, 2012.
- Expiration: The underlying right of notice and opportunity to repurchase expires on February 21, 2013.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on financial outlook, or discussion of general business risks. The transaction is subject to standard closing and settlement conditions.
Key Facts for Investor Verification
- Verify the final repurchase price based on the NYSE closing price on the first trading day following October 30, 2012.
- Confirm the total cash outflow once the share price is determined.
- Review the full Stock Repurchase Agreement (Exhibit 10.24) for specific closing conditions and settlement terms.
- Note that USVP's remaining stake is entirely in Class B Common Stock.