SiTime Corporation (SITM) reported that it completed its previously announced acquisition of assets related to the timing business of Renesas Electronics Corporation. The transaction closed on July 1, 2026, following the Asset Purchase Agreement signed on February 4, 2026, between SiTime and Renesas Electronics America Inc. SiTime acquired certain timing-business assets from Renesas and its affiliates for approximately $1.5 billion in cash plus 3,558,691 shares of SiTime common stock, subject to adjustment under the purchase agreement. The cash portion was funded with cash on hand. In connection with the closing, SiTime issued the 3,558,691 common shares to Renesas in a private placement. The shares were not registered under the Securities Act and were issued in reliance on Section 4(a)(2) and Rule 506(b) of Regulation D, meaning they were sold in a transaction not involving a public offering and without general solicitation. The filing reports this under Item 3.02, covering unregistered sales of equity securities. SiTime and Renesas also entered into a Registration Rights Agreement dated July 1, 2026. Under that agreement, SiTime agreed to file a resale registration statement—or a prospectus supplement to an existing shelf registration statement—promptly after Renesas requests it, allowing Renesas to resell the SiTime shares it received in the deal. SiTime must keep the registration statement effective until all covered shares have either been resold or can be sold under Rule 144 without volume or manner-of-sale limits. Renesas may also require underwritten offerings from time to time, subject to a cap of three underwritten offerings in any 18-month period. The agreement includes volume and other resale limitations. The registration rights arrangement also gives Renesas a governance right: upon receipt of notice, SiTime will appoint Hidetoshi Shibata, the current Chief Executive Officer of Renesas Electronics Corporation, to SiTime’s board of directors as a Class I director. Separately, SiTime entered into a new Credit Agreement on June 30, 2026, with Wells Fargo Bank, National Association serving as administrative agent and collateral agent, and lenders party to the agreement. The agreement establishes a $200 million senior secured revolving credit facility, including a $10 million letter-of-credit sublimit. SiTime also has the ability, subject to conditions and lender participation, to add additional revolving commitments or incremental term loans in unlimited amounts if it meets requirements including a specified leverage ratio. As of the effective date, no loans were outstanding under the facility. The revolving facility matures on the fifth anniversary of June 30, 2026, subject to a springing maturity provision tied to certain convertible debt, including SiTime’s 0% Convertible Senior Notes due 2031. Borrowings may be repaid and reborrowed and may be prepaid without premium or penalty, subject to customary breakage costs. Loans bear interest, at SiTime’s option, either at term SOFR plus 1.75% to 2.50%, or at a base rate plus 0.75% to 1.50%, in each case depending on the company’s Total Net Leverage Ratio. Unused commitments carry a fee of 0.25% to 0.40% per year, also based on leverage. The credit agreement includes customary covenants and events of default. Financial covenants require SiTime to maintain a maximum Total Net Leverage Ratio of 4.50:1.00 for the quarter ending September 30, 2026, 4.00:1.00 for the quarters ending December 31, 2026 and March 31, 2027, and 3.50:1.00 beginning with the quarter ending June 30, 2027. The company must also maintain a minimum Interest Coverage Ratio of 3.00:1.00. The leverage covenant is subject to a 0.50:1.00 step-up for four fiscal quarters following a material acquisition. The obligations are secured by substantially all of SiTime’s assets and will be guaranteed and secured by substantially all assets of any future material domestic subsidiaries. SiTime and Renesas also entered into a Transition Services Agreement on July 1, 2026. Under that agreement, each party will provide certain transitional services to the other for specified post-closing periods to support SiTime’s operation of the acquired timing business and Renesas’s operation of its remaining business. The agreement covers service fees, expense reimbursement, invoicing and payment, service standards, intellectual property matters, confidentiality, indemnification, liability limits and termination provisions. The filing also disclosed that SiTime’s board adopted a deferred compensation plan on June 29, 2026, effective July 1, 2026. The plan allows directors and a select group of employees, including all named executive officers, to defer base pay, bonuses, commissions and certain other cash or equity-based compensation. SiTime may also make discretionary contributions to participant accounts, which may be subject to vesting schedules. Distributions generally may occur after separation from service, death, unforeseeable emergency or a future payment date elected by the participant. The reported filing items include Item 1.01 for entry into material definitive agreements, Item 2.01 for completion of the acquisition, Item 2.03 for creation of a direct financial obligation through the revolving credit facility, Item 3.02 for the unregistered share issuance to Renesas, Item 5.02 for the deferred compensation plan, Item 7.01 for the acquisition-completion press release, and Item 9.01 for financial statements and exhibits. SiTime stated that required financial statements for the acquired business and related pro forma financial information will be filed later by amendment, within the applicable 71-day deadline.