Item 1.01. Entry into a Material Definitive Agreement.

Exchange Agreements

On April 20, 2021, Marvell Technology, Inc. ("MTI") and Inphi Corporation ("Inphi" and, together with MTI, the "Companies") entered into separate, privately negotiated exchange agreements (the "Exchange Agreements") with a limited number of holders (the "Exchanging Holders") of Inphi's outstanding 0.75% Convertible Senior Notes due 2021 (the "2021 Notes") and Inphi's outstanding 0.75% Convertible Senior Notes due 2025 (the "2025 Notes" and, together with the 2021 Notes, the "Notes"). Under the terms of the Exchange Agreements, the Exchanging Holders have agreed to exchange with the Companies (the "Exchanges") approximately $9.6 million in aggregate principal amount of 2021 Notes and $199.5 million in aggregate principal amount of 2025 Notes held by the Exchanging Holders for (i) 3,909,350 shares of newly issued shares of common stock, par value $0.002 per share, of MTI (the "MTI common stock"), which is equal to 41.2384 shares per $1,000 principal amount of 2021 Notes exchanged and 17.6193 shares per $1,000 principal amount of 2025 Notes exchanged, plus (ii) an additional number of newly issued shares of MTI common stock per $1,000 principal amount of 2021 Notes equal to the quotient of (x) $1,181.65 divided by (y) the average of the daily volume-weighted average trading prices of the MTI common stock (the "Average Daily VWAP") during an averaging period commencing on April 22, 2021 (the "Reference Period"), plus (iii) an additional number of newly issued shares of MTI common stock per $1,000 principal amount of 2025 Notes equal to the quotient of (x) $689.41 divided by (y) the Average Daily VWAP during the Reference Period (with such numbers rounded down to the nearest whole share for each Exchanging Holder) (such shares of MTI common stock, collectively, the "Exchange Shares"). The Companies will receive no cash proceeds from the issuance of the Exchange Shares.

The Exchange Shares were offered, and will be sold, pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Exchange Shares have not been, and will not be, registered under the Securities Act or any state securities law. MTI does not intend to file a registration statement for resale of the Exchange Shares. The Companies anticipate that the Exchanges will be completed on or about April 29, 2021.

The Exchanges were conducted in connection with the previously announced acquisition of Inphi pursuant to the Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated October 29, 2020, by and among Marvell Technology Group Ltd. ("Marvell"), MTI, Maui Acquisition Company Ltd, a Bermuda exempted company and a wholly owned subsidiary of MTI ("Bermuda Merger Sub"), Indigo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of MTI ("Delaware Merger Sub"), and Inphi. Effective as of 4:01 p.m. Eastern Time on April 20, 2021 (such date, the "Merger Effective Date"), Bermuda Merger Sub merged with and into Marvell (the "Bermuda Merger"), with Marvell continuing as a wholly owned subsidiary of MTI. Effective as of 4:02 p.m. Eastern Time on the Merger Effective Date (the "Delaware Merger Effective Time"), Delaware Merger Sub merged with and into Inphi (the "Delaware Merger" and, together with the Bermuda Merger, the "Mergers"), with Inphi continuing as a wholly owned subsidiary of MTI. As a result of the Mergers, Marvell and Inphi became wholly owned subsidiaries of MTI.

The foregoing description of the Exchange Agreements does not purport to be . . .

Item 2.01. Completion of Acquisition or Disposition of Assets.

As previously disclosed, Inphi entered into the Merger Agreement with Marvell, MTI, Bermuda Merger Sub and Delaware Merger Sub, pursuant to which, on the Merger Effective Date, Bermuda Merger Sub merged with and into Marvell, with Marvell surviving as a wholly-owned subsidiary of MTI, followed immediately by the Delaware Merger, with Inphi surviving the Delaware Merger as a wholly-owned subsidiary of MTI.

The Mergers were completed on the Merger Effective Date, whereby (i) all issued and outstanding common shares, par value $0.002 per share, of Marvell ("Marvell Common Shares") (other than Marvell Common Shares held by Marvell, MTI, Bermuda Merger Sub or Inphi or any other subsidiary of Marvell or Inphi) were converted into the right to receive one share of MTI common stock and (ii) all outstanding shares of common stock of Inphi (the "Inphi Common Stock") (other than (a) shares held by Inphi (or held in Inphi's treasury) or held by Marvell, Delaware Merger Sub or any other subsidiary of Marvell or held, directly or indirectly, by any subsidiary of Inphi or (b) shares with respect to which appraisal rights are properly exercised and not withdrawn under Delaware law) were converted into the right to receive 2.323 shares of MTI common stock and $66.00 in cash, without interest, plus cash in lieu of any fractional shares of MTI common stock. Marvell and MTI funded the cash portion of the consideration for the Mergers with (1) borrowings under the term credit agreement by and among Marvell, MTI, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent, which provides for borrowings of up to $1.750 billion, and (2)

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proceeds of the offering and issuance of (A) $500,000,000 aggregate principal amount of 1.650% Senior Notes due 2026, (B) $750,000,000 aggregate principal amount of 2.450% Senior Notes due 2028 and (C) $750,000,000 aggregate principal amount of 2.950% Senior Notes due 2031.

Additionally, at the Delaware Merger Effective Time:





  A. Inphi Options




         •   Each in-the-money option to purchase shares of Inphi Common Stock (an
             "In-the-Money Option") that was vested at the Delaware Merger
             Effective Time and held by a person who is either continuing in
             employment with MTI, Inphi or any subsidiary or affiliate of Inphi
             after the Delaware Merger Effective Time (each, a "Continuing
             Employee") or continuing in service with MTI, Marvell, Inphi or any
             subsidiary or affiliate of Inphi after the Delaware Merger Effective
             Time (each, a "Continuing Service Provider") was canceled in exchange
             for a payment to the holder (subject to applicable withholding or
             other taxes) of an amount in cash equal to the product of (i) the
             number of shares of Inphi Common Stock subject to such option,
             multiplied by (ii) the excess of (A) the Equity Award Cash
             Consideration Amount over (B) the exercise price applicable to such
             In-the-Money Option. "Equity Award Cash Consideration Amount" refers
             to an amount in cash equal to the sum of (i) $66.00, plus (ii) the
             product of (A) 2.323, multiplied by (B) the volume weighted average
             trading price of a Marvell Common Share for the five consecutive
             trading days ending on the trading day immediately preceding the
             Merger Effective Date.
. . .

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or


           Standard; Transfer of Listing.

The information set forth in Item 2.01 of this Current Report is incorporated by reference into this Item 3.01.

Prior to the Bermuda Merger, Marvell Common Shares and Inphi Common Stock were registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and listed on the Nasdaq Global Select Market ("Nasdaq"). As a result of the Mergers and as of the Delaware Merger Effective Time, Inphi Common Stock will cease to be traded and will no longer be listed on Nasdaq and shares of MTI common stock will be substituted for Marvell Common Shares on Nasdaq. As of the open of trading on April 21, 2021, MTI common stock will trade on Nasdaq under the ticker symbol "MRVL." Each of Marvell and Inphi expects to file a Form 15 with the SEC to terminate the registration under the Exchange Act of the Marvell Common Shares and the Inphi Common Stock, respectively, and suspend their respective reporting obligations under Sections 12(g) and 15(d) of the Exchange Act.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Items 1.01, 2.01, 3.01, 3.02, 5.01 and 5.03 of this Current Report is incorporated by reference into this Item 3.03.

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Item 5.01. Changes in Control of Registrant.

The information set forth under Item 2.01 of this Current Report is incorporated by reference into this Item 5.01.

A change in control of Inphi occurred on the Merger Effective Date upon the effectiveness of the Delaware Merger, whereby Inphi became a wholly-owned subsidiary of MTI.

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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

Effective as of the Delaware Merger Effective Time, the restated certificate of incorporation of Inphi, as in effect immediately prior to the Delaware Merger, was amended and restated to be in the form of the certificate of incorporation attached as Exhibit 3.1 to this Current Report, which is incorporated herein by reference.

Additionally, effective as of the Delaware Merger Effective Time, the amended and restated bylaws of Inphi, as in effect immediately prior to the Delaware Merger, was amended and restated to be in the form of the bylaws attached as Exhibit 3.2 to this Current Report, which is incorporated herein by reference.

Item 8.01. Other Events.

The Delaware Merger constitutes a Make-Whole Fundamental Change under both the 2021 Notes Indenture and the 2025 Notes Indenture. Accordingly, the Notes have become convertible pursuant to Section 14.01(b)(iii) of the respective Indentures and may be surrendered for conversion at the option of the holders thereof during the period commencing on April 20, 2021 and ending on, and including, the close of business on the business day immediately prior to the related Fundamental Change Repurchase Date (as defined in the respective Indentures), which is currently expected to be June 1, 2021.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
  No.                                     Description

 2.1*          Agreement and Plan of Merger and Reorganization, dated as of
             October 29, 2020 by and among Marvell Technology Group Ltd., Maui
             HoldCo, Inc., Maui Acquisition Company Ltd., Indigo Acquisition Corp.
             and Inphi Corporation (incorporated by reference to Exhibit 2.1 to the
             Current Report on Form 8-K filed by Inphi on October 20, 2020)

 4.1           Indenture dated as of September 12, 2016, between Inphi Corporation
             and Wells Fargo Bank, National Association, as trustee (including form
             of Note) (incorporated by reference to Exhibit 4.1 to the Current
             Report on Form 8-K filed by Inphi on September 12, 2016).

 4.2           Indenture dated as of April 24, 2020, between Inphi Corporation and
             U.S. Bank National Association, as trustee (including form of Note)
             (incorporated by reference to Exhibit 4.1 to the Current Report on
             Form 8-K filed by Inphi on April 27, 2020).

 4.3           First Supplemental Indenture, dated as of April 20, 2021, between
             Inphi Corporation, Marvell Technology, Inc. and Wells Fargo Bank,
             National Association.

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 4.4        First Supplemental Indenture, dated as of April 20, 2021, between
          Inphi Corporation, Marvell Technology, Inc. and U.S. Bank National
          Association.

10.1        Form of Exchange Agreement.

104       Cover Page Interactive Data File (formatted as Inline XBRL).

* Certain schedules and exhibits to this agreement have been omitted pursuant to

Item 601(b) of Regulation S-K. The registrant hereby undertakes to furnish

supplementally a copy of any omitted schedule or exhibit to such agreement to

the SEC upon request.

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