--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-192862" form_type: "8-K" ticker: null cik: "0001159167" company_name: "IROBOT CORP" filed_at: "2023-07-25T23:59:59+00:00" generated_at: "2026-06-13T02:50:21.990883+00:00" event_type: "m_and_a" sentiment: "negative" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # iRobot reduces Amazon merger price to $51.75/share; secures $200M term loan ## Summary - Merger consideration cut from $61.00 to $51.75 per share in cash; new stockholder vote required. - $200M senior secured term loan from TCG Senior Funding (Carlyle) drawn in full; replaces prior BofA facility. - Loan bears interest at SOFR + 9.00% or base + 8.00%; includes minimum guaranteed return (1.30x–1.75x MOIC). - Up to $75M of any Amazon termination fee must be used to repay the Term Loan. - Company repaid existing Amended and Restated Credit Agreement with Bank of America. ## SEC filing metadata - accession: 0001193125-23-192862 - form_type: 8-K - cik: 0001159167 - company_name: IROBOT CORP - filed_at: 2023-07-25T23:59:59+00:00 - event_type: m_and_a - sentiment: negative - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1159167/000119312523192862/0001193125-23-192862-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1159167/000119312523192862/d502452d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-192862 - JSON: https://secwatch.observer/filing/0001193125-23-192862.json - Plain text: https://secwatch.observer/filing/0001193125-23-192862.txt ## Key facts - Debt Financings IROBOT CORP incurred term loan of $200,000,000 with TCG Senior Funding L.L.C. at term SOFR plus a credit spread adjustment plus a 9.00% margin. - Instrument: term loan - Principal: $200,000,000 - Counterparty: TCG Senior Funding L.L.C. - Rate: term SOFR plus a credit spread adjustment plus a 9.00% margin - Event: incurrence source text: On July 24, 2023 (the "Closing Date"), the Company entered into a Credit Agreement (the "Credit Agreement") by and among the Company, as borrower, each lender from time to time party thereto and TCG Senior Funding L.L.C., an affiliate of The Carlyle Group, as administrative agent and collateral agent, providing for a $200,000,000 senior secured term loan credit facility (the "Term Loan") that the Company is drawing down in full. evidence_url: https://www.sec.gov/Archives/edgar/data/1159167/000119312523192862/0001193125-23-192862-index.htm - Material Agreements IROBOT CORP amended Amendment to Agreement and Plan of Merger with Amazon.com, Inc. valued at $51.75 in cash per Share (effective 2023-07-24). - Action: amendment - Agreement: merger - Counterparty: Amazon.com, Inc. - Value: $51.75 in cash per Share - Effective: 2023-07-24 source text: On July 24, 2023, iRobot Corporation, a Delaware corporation (the “Company” or “iRobot”), Amazon.com, Inc., a Delaware corporation (“Parent” or “Amazon”), and Martin Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) entered into an Amendment to Agreement and Plan of Merger (the “Amendment”), which amends the previously announced Agreement and Plan of Merger (the “Original Merger Agreement” and as amended and supplemented by the Amendment, the “Amended Merger Agreement”), by and among the Company, Amazon and Merger Sub, pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Under the terms of the Amendment, the Company, Amazon and Merger Sub have agreed to reduce the merger consideration to be paid by Amazon for each share of the Company’s common stock, par value $0.01 per share (the “Shares”) in the Merger to $51.75 in cash per Share, wi evidence_url: https://www.sec.gov/Archives/edgar/data/1159167/000119312523192862/0001193125-23-192862-index.htm - Material Agreements IROBOT CORP entered into Credit Agreement with TCG Senior Funding L.L.C. valued at $200,000,000 senior secured term loan credit facility (effective 2023-07-24). - Action: entry - Agreement: credit facility - Counterparty: TCG Senior Funding L.L.C. - Value: $200,000,000 senior secured term loan credit facility - Effective: 2023-07-24 source text: On July 24, 2023 (the “Closing Date”), the Company entered into a Credit Agreement (the “Credit Agreement”) by and among the Company, as borrower, each lender from time to time party thereto and TCG Senior Funding L.L.C., an affiliate of The Carlyle Group, as administrative agent and collateral agent, providing for a $200,000,000 senior secured term loan credit facility (the “Term Loan”) that the Company is drawing down in full. evidence_url: https://www.sec.gov/Archives/edgar/data/1159167/000119312523192862/0001193125-23-192862-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.