MENT Mentor Graphics Corp.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

February 18, 2016

Date of Report (Date of earliest event reported)

Commission File No. 1-34795

 

 

MENTOR GRAPHICS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

OREGON		93-0786033
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification Number)

8005 S.W. BOECKMAN ROAD

WILSONVILLE, OR 97070-7777

(Address of principal executive offices, zip code)

(503) 685-7000

(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 (see General Instruction A.2. below):

 

¨	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))

 

 

 

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Item 1.01.

Entry into Material Definitive Agreement.

On February 18, 2016, Mentor Graphics Corporation (the “Company”) entered into an agreement (the “Stock Purchase Agreement”) with affiliates of Carl C. Icahn (the “Icahn Group”) to repurchase 8,060,145 shares of the Company’s common stock beneficially owned by the Icahn Group, at a purchase price of $18.12 per share, the NASDAQ Official Closing Price of the Company’s common stock on February 18, 2016. The repurchase of the shares of the Company’s common stock will settle no later than February 26, 2016.

The repurchase and the other repurchases described in Item 8.01 below were undertaken, among other things, to implement the Company’s ongoing desire to reduce its outstanding share count and to return value to shareholders.

A copy of the press release announcing this repurchase is attached hereto as Exhibit 99.1 and incorporated by reference herein. A copy of the Stock Purchase Agreement is filed as Exhibit 10.1 hereto.

 

Item 8.01.

Other Events.

Inclusive of the share repurchase described in Item 1.01 above, since November 23, 2015 the Company has repurchased approximately 12.2 million shares of its common stock. As of February 18, 2016, approximately $90 million remained available for future share repurchases under the Company’s share repurchase program.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed herewith:

 

Exhibit Number		Description
10.1		Stock Purchase Agreement, dated February 18, 2016, by and among the Registrant and the Icahn Group
99.1		Press Release, issued by the Registrant on February 19, 2016, regarding repurchase of shares from the Icahn Group

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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.

 

				MENTOR GRAPHICS CORPORATION
				(Registrant)
Date: February 19, 2016				By:		/s/ Dean M. Freed
						Dean M. Freed
						Vice President and General Counsel

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EXHIBIT INDEX

 

Exhibit Number		Description
10.1		Stock Purchase Agreement, dated February 18, 2016, by and among the Registrant and the Icahn Group
99.1		Press Release, issued by the Registrant on February 19, 2016, regarding repurchase of shares from the Icahn Group

Exhibit 10.1

EXECUTION COPY

STOCK PURCHASE AGREEMENT

Stock Purchase Agreement dated as of February 18, 2016 (this “Agreement”), by and among Mentor Graphics Corporation (“MENT”), and each of the entities listed on Schedule A hereto (collectively, the “Icahn Group”, and individually a “member” of the Icahn Group). The parties hereby agree as follows:

 

1.

Simultaneously with the execution and delivery of this Agreement, MENT irrevocably purchases from the Icahn Group and the Icahn Group irrevocably sells to MENT (subject to receipt of the payment provided herein) 8,060,145 shares of common stock, no par value (such shares being sold hereunder, the “Shares”), of MENT free and clear of all Encumbrances at $18.12 per Share in cash for aggregate cash consideration of $146,049,827.40. Such Shares shall be allocated among the individual Icahn Group sellers in accordance with Schedule A. MENT and the Icahn Group shall cause such transaction to settle no later than February 26, 2016 (the “Settlement Date”). The Icahn Group shall deliver such Shares as directed by MENT (via DTC book entry transfer) immediately following confirmation of receipt of a wire transfer, to the account(s) set forth on Schedule B hereto, of the aggregate purchase price set forth above.

 

2.

Each party shall execute such other documents and take such other actions as are reasonably requested by another party hereto to carry out the provisions hereof and the transactions contemplated hereby. Each party acknowledges that the other parties are obligated to disclose and file a copy of this Agreement pursuant to U.S. securities laws and agrees that nothing in this Agreement shall restrict the parties’ ability to make such disclosures or filings. All fees and expenses incurred by each party hereto in connection with the matters contemplated by this Agreement shall be borne by the party incurring such fee or expense. Each member of the Icahn Group shall provide to MENT an appropriate and complete Internal Revenue Service Form W-9 or W-8 prior to the Settlement Date.

 

3.

Each party is a sophisticated investor and has conducted its own investigation with respect to the Shares, acknowledges that the other parties may be in possession of material, nonpublic information regarding MENT and agrees that no other party shall have any obligation to disclose such information to such party.

 

4.	Representations and Warranties of the Icahn Group. Each member of the Icahn Group, jointly and severally, hereby represents and warrants to MENT that:

 

(a)

Each member of the Icahn Group has the full right, power and authority to enter into and perform its respective obligations under this Agreement. All action on the part of each member of the Icahn Group necessary for the execution of this Agreement and the performance of each member of the Icahn Group’s obligations hereunder has been taken or will be taken prior to the Settlement Date. This Agreement constitutes the valid and binding obligation of each member of the Icahn Group, enforceable against each member of the Icahn Group in accordance with its terms.

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(b)

Each member of the Icahn Group has good, valid and marketable title to all of the Shares listed opposite its name on Schedule A, free and clear of any and all Encumbrances. The Icahn Group has the sole right to dispose or direct the disposition of the Shares. “Encumbrance” shall mean any security interest, claim, pledge, lien, charge, voting agreement, proxy, mortgage, conditional sale agreement, title retention agreement, option, adverse claim of ownership or use, any restriction on ownership, use, voting or transfer, or any other encumbrance of any kind, character or description whatsoever. The Shares constitute 50% of the common stock of MENT, no par value, beneficially owned by the Icahn Group and its affiliates as of the date hereof.

 

(c)

No member of the Icahn Group is, as of the date hereof, and will not become, a party to any agreement, arrangement or understanding which could result in MENT having any obligation or liability for any brokerage fees, commissions, underwriting discounts or other similar fees or expenses relating to the transactions contemplated by this Agreement. No payment made by MENT to the Icahn Group pursuant to this Agreement shall be subject to income tax withholding under the U.S. federal income tax laws.

 

(d)

No member of the Icahn Group has voted, agreed to vote or granted any proxy or entered into any other arrangement with respect to the Shares.

 

5.	Representations and Warranties of MENT. MENT hereby represents and warrants to the Icahn Group as follows:

 

(a)

MENT has the full right, power and authority to enter into and perform its obligations under this Agreement. All action on the part of MENT necessary for the execution of this Agreement and the performance of its obligations hereunder has been taken or will be taken prior to the Settlement Date. This Agreement constitutes the valid and binding obligation of MENT, enforceable against MENT in accordance with its terms.

 

(b)

MENT is not as of the date hereof, and will not become, a party to any agreement, arrangement or understanding which could result in the Icahn Group having any obligation or liability for any brokerage fees, commissions, underwriting discounts or other similar fees or expenses relating to the transactions contemplated by this Agreement.

 

6.	No member of the Icahn Group shall vote or grant any proxy or enter into any other arrangement with respect to, the Shares after the date hereof.

 

7.

The parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the federal or state courts of the State of Oregon, in addition to any other remedy to which they are entitled at law or in equity. Furthermore, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the federal or state courts of the State of Oregon in the event any dispute arises out of this Agreement or the transaction contemplated by this Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by

 

2

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[SIGNATURE PAGE TO MENT STOCK PURCHASE AGREEMENT]

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SCHEDULE A

 

Icahn Group Member		Shares
Icahn Partners LP		3,565,194
Icahn Partners Master Fund LP		2,882,922
High River Limited Partnership		1,612,029

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SCHEDULE B

1,612,029 Shares ($29,209,965.48)

Bank of America

ABA# 026009593

Account Name: High River Limited Partnership

Account# 002182015997

3,565,194 Shares ($64,601,315.28)

Bank of America

ABA# 026009593

Account Name: Icahn Partners LP

Account# 004832040182

2,882,922 Shares ($52,238,546.64)

Bank of America

ABA# 026009593

Account Name: Icahn Partners Master Fund LP

Account# 483006922699

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first written above.

 

[SIGNATURE PAGE TO MENT STOCK PURCHASE AGREEMENT]

Exhibit 99.1

 

 

NEWS RELEASE		FOR IMMEDIATE RELEASE

For more information, please contact:

Joe Reinhart

Vice President of Corporate Development

and Investor Relations

Mentor Graphics

503-685-1462

joe_reinhart@mentor.com

Mentor Graphics Corporation Announces Repurchase of Shares from Icahn Group

WILSONVILLE, Ore., February 19, 2016—Mentor Graphics Corporation (NASDAQ: MENT) today announced that it has entered into an agreement to repurchase 8,060,145 shares of Mentor Graphics common stock beneficially owned by Carl C. Icahn and certain of his affiliates, at a purchase price of $18.12 per share, the NASDAQ official closing price of Mentor Graphics common stock on February 18, 2016. The total purchase price for the shares will be $146 million and will be funded from Mentor Graphics cash and cash equivalents on hand. The transaction is expected to be completed on February 26, 2016.

“Our decision to repurchase these shares reflects Mentor’s belief in the value of our industry-leading technologies, new market franchises and strong financial position,” said Walden C. Rhines, chairman and CEO of Mentor Graphics. “These positions provide us with a strong foundation to deliver long-term share value.”

Inclusive of this transaction, since the third quarter of fiscal 2016 earnings release on November 19, 2015, Mentor Graphics has repurchased approximately 12.2 million shares, approximately 10 percent, of our fully diluted shares outstanding.

 

– more –

8005 S.W. Boeckman • Road Wilsonville, OR 97070-7777 • 503-685-7000 • www.mentor.com

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Mentor Graphics Corporation Announces Repurchase of Shares from Icahn Group

Page 2

The repurchase announced today was made outside of Mentor Graphics’ existing share repurchase program and approximately $90 million remains available for repurchase under this program.

The company anticipates announcing financial results for its fiscal year ended January 31, 2016 in early March and will discuss current share count and earnings per share guidance at the time of the earnings release and conference call.

About Mentor Graphics

Mentor Graphics Corporation is a world leader in electronic hardware and software design solutions, providing products, consulting services and award-winning support for the world’s most successful electronic, semiconductor and systems companies. Established in 1981, the company reported revenues for the fiscal year ending January 31, 2015, of approximately $1.2 billion. Corporate headquarters are located at 8005 S.W. Boeckman Road, Wilsonville, Oregon 97070-7777. World Wide Web site: http://www.mentor.com.

(Mentor Graphics is a registered trademark of Mentor Graphics Corporation. All other company or product names are the registered trademarks or trademarks of their respective owners.)

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8005 S.W. Boeckman • Road Wilsonville, OR 97070-7777 • 503-685-7000 • www.mentor.com