Item 8.01 Other Events.
Bond Issuance
On April 5, 2021, Marvell Technology Group Ltd., a Bermuda exempted company
("Marvell"), announced that its wholly owned subsidiary, Marvell Technology,
Inc., a Delaware corporation ("MTI"), priced an offering pursuant to exemptions
from the registration requirements of the Securities Act of 1933, as amended
(the "Securities Act") of: (i) $500,000,000 aggregate principal amount of 1.650%
Senior Notes due 2026, (ii) $750,000,000 aggregate principal amount of 2.450%
Senior Notes due 2028 and (iii) $750,000,000 aggregate principal amount of
2.950% Senior Notes due 2031 (collectively, the "Notes," and such offering, the
"Notes Offering"). The Notes Offering is expected to close on or about April 12,
2021, subject to customary closing conditions.
The Notes Offering is being conducted in connection with the previously
announced proposed acquisition of Inphi Corporation ("Inphi"), which is
currently expected to close in April 2021, pending approval by Inphi's
stockholders and Marvell's shareholders, as well as satisfaction of customary
closing conditions. Pursuant to the Agreement and Plan of Merger and
Reorganization, dated October 29, 2020 (the "Merger Agreement"), by and among
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, a Delaware corporation, (i) Bermuda Merger Sub will be merged
with and into Marvell (the "Bermuda Merger"), with Marvell continuing as a
wholly owned subsidiary of MTI; and (ii) Delaware Merger Sub will be 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. MTI
intends to use the net proceeds of the Notes Offering to fund a portion of the
aggregate cash portion of the merger consideration payable to Inphi stockholders
in connection with the Mergers and to pay related fees and expenses. MTI expects
to use any remaining net proceeds from the Notes Offering for general corporate
purposes.
The Notes Offering is not conditioned upon the consummation of the Mergers.
However, if (i) the Mergers have not been consummated on or prior to June 29,
2021 (or such later date as the parties may designate in accordance with the
Merger Agreement, up to March 1, 2022) or (ii) prior to such date, MTI notifies
the trustee in respect of the Notes that MTI and Marvell will not pursue the
consummation of the Mergers, then MTI will be required to redeem each series of
the Notes then outstanding at a special mandatory redemption price equal to 101%
of the aggregate principal amount of the Notes, plus accrued and unpaid
interest, if any, to, but not including, the applicable special mandatory
redemption date.
In connection with the Notes Offering, Marvell issued a press release pursuant
to Rule 135c under the Securities Act. A copy of the press release is attached
hereto as Exhibit 99.1.
Exchange Offer
Also on April 5, 2021, Marvell announced that MTI commenced private exchange
offers to certain eligible holders (collectively, the "Exchange Offers") for
(i) any and all outstanding 4.200% Senior Notes due 2023 issued by Marvell (the
"Marvell 2023 Notes") for up to an aggregate principal amount of $500.0 million
of new 4.200% Senior Notes due 2023 issued by MTI and (ii) any and all
outstanding 4.875% Senior Notes due 2028 issued by Marvell (the "Marvell 2028
Notes" and, together with the Marvell 2023 Notes, the "Marvell Notes") for up to
an aggregate principal amount of $500.0 million of new 4.875% Senior Notes due
2028 issued by MTI. Concurrently with the Exchange Offers, MTI, on behalf of
Marvell, is soliciting consents with respect to each series of Marvell Notes
(collectively, the "Consent Solicitations") to adopt certain proposed amendments
to the indenture, dated as of June 22, 2018 (the "Marvell Base Indenture"), as
amended by a first supplemental indenture, dated as of June 22, 2018 (the
"Marvell First Supplemental Indenture" and, together with the Marvell Base
Indenture, the "Marvell Indenture"), between Marvell and U.S. Bank National
Association, as trustee, pursuant to which the Marvell Notes were issued. Such
proposed amendments include eliminating (i) substantially all of the restrictive
covenants in the Marvell Indenture, (ii) any restrictions on Marvell in the
Marvell Indenture from consolidating with or merging into any other person or
conveying, transferring or leasing all or any of its properties and assets to
any person and (iii) certain of the events that may lead to an "Event of
Default" in the Marvell Indenture (other than for the failure to pay principal,
premium or interest).
The Exchange Offers and Consent Solicitations are being made solely pursuant to
the terms and conditions set forth in the confidential offering memorandum dated
April 5, 2021, in a private offering exempt from, or not subject to,
registration under the Securities Act and are conditioned, among other things,
upon the consummation of the Mergers.
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A copy of the press release issued by Marvell is attached hereto as Exhibit
99.2.
Additional Information and Where to Find It
This Current Report on Form 8-K relates to a proposed transaction between
Marvell and Inphi. In connection with the proposed transaction, on March 11,
2021, MTI filed a registration statement on Form S-4 (File No. 333-251606) with
the Securities and Exchange Commission ("SEC"), which included a joint proxy
statement of Marvell and Inphi and a prospectus of MTI. The registration
statement on Form S-4 has been declared effective by the SEC and a definitive
joint proxy statement/prospectus has been sent to all Inphi stockholders and all
Marvell shareholders who held shares as of the record date. Each party may file
other documents regarding the proposed transaction with the SEC. BEFORE MAKING
ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF INPHI AND INVESTORS AND
SECURITY HOLDERS OF MARVELL ARE URGED TO READ THE REGISTRATION STATEMENT,
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS
FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors, Marvell shareholders and Inphi stockholders may obtain free copies of
the definitive joint proxy statement/prospectus and other documents that are
filed or will be filed with the SEC by Marvell, Inphi or MTI through the website
maintained by the SEC at www.sec.gov. The documents filed by Marvell with the
SEC also may be obtained free of charge at Marvell's website at www.marvell.com
or upon written request to Marvell Technology Group Ltd. at 5488 Marvell Lane,
Santa Clara, CA 95054. The documents filed by Inphi with the SEC also may be
obtained free of charge at Inphi's website at www.inphi.com or upon written
request to Inphi Corporation at 110 Rio Robles, San Jose, California 95134.
Information available on, or accessible through, their respective websites is
not incorporated by reference herein.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended, with respect to the proposed transaction
between Marvell, Inphi and MTI, including statements regarding the benefits of
the transaction, the anticipated timing of the transaction, integration efforts
related to the transaction, regulatory approvals and the products and markets of
each company. These forward-looking statements generally are identified by the
words "believe," "project," "expect," "anticipate," "estimate," "intend,"
"strategy," "future," "opportunity," "plan," "may," "should," "will," "would,"
"will be," "will continue," "will likely result" and similar expressions.
Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and,
as a result, are subject to risks and uncertainties. Many factors could cause
actual future events to differ materially from the forward-looking statements in
this press release, including, but not limited to: the completion of the
proposed transaction on anticipated terms and timing or at all, including
obtaining shareholder and regulatory approvals, anticipated tax treatment,
unforeseen liabilities and other conditions to the completion of the
transaction; failure to realize the anticipated benefits of the proposed
transaction, including as a result of delay in completing the transaction or our
ability to integrate the businesses of Marvell and Inphi or due to unexpected
costs, liabilities or delays; other factors impacting the semiconductor industry
such as supply chain disruptions or component shortages that may impact the
production of Marvell or Inphi products or may impact the price of components
which in turn may impact margins on any impacted products and any constrained
availability from other electronic suppliers impacting Marvell or Inphi
customers' ability to ship their products, which in turn may adversely impact
sales to those customers; our ability to obtain or consummate financing or any
refinancing related to the transactions upon acceptable terms or at all; risks
related to the incurrence of indebtedness in connection with the transaction;
litigation relating to the proposed transaction instituted against Marvell and
Inphi and their respective directors or officers; the risk that disruptions from
the proposed transaction will harm Marvell's or Inphi's business, including
current plans and operations; the ability of Marvell or Inphi to retain and hire
key personnel; our ability to protect our intellectual property; potential
adverse reactions or changes to business relationships resulting from the
announcement or completion of the proposed transaction; risks relating to the
value of the shares to be issued in the transaction; risks associated with third
party contracts containing consent and/or other provisions that may be triggered
by the proposed transaction; the impact of public health crises, such as
pandemics (including the coronavirus ("COVID-19") pandemic) and epidemics and
any related company or government policies and actions intended to protect the
health and safety of individuals or government policies or actions intended to
maintain the functioning of national or global economies and markets; risks
related to the impact on Marvell's and Inphi's business of the COVID-19
pandemic, which have impacted, and may continue to impact, Marvell's and Inphi's
workforce and operations and the transportation and manufacturing of Marvell's
and Inphi's products; risks related to the impact of the COVID-19 pandemic,
which have impacted, and may continue to impact the operations of Marvell's and
Inphi's customers, distributors, vendors, suppliers, and partners; increased
disruption and volatility in the capital markets and credit markets as a result
of the COVID-19 pandemic, which could adversely affect Marvell's and Inphi's
liquidity and capital resources; the impact of the COVID-19 pandemic, or other
future pandemics, on the U.S. and global economies; disruptions caused by the
COVID-19 pandemic resulting in worker absenteeism, quarantines and restrictions
on Marvell's and Inphi's employees' ability to work, innovate, collaborate, and
travel; the effects that the current credit and market conditions caused by, or
resulting from, the COVID-19 pandemic could have on the liquidity and financial
condition of Marvell's or Inphi's customers and suppliers, including any impact
on their ability to meet their contractual obligations; legislative, regulatory
and economic developments affecting Marvell's or Inphi's businesses; general
economic and market developments and conditions; the evolving legal, regulatory
and tax regimes under which Marvell, MTI and Inphi operate; potential business
uncertainty, including changes to existing business relationships, during the
pendency of the proposed transaction that could affect Marvell's and/or Inphi's
financial performance; restrictions during the pendency of the proposed
transaction that may impact Marvell's or Inphi's ability to pursue certain
business opportunities or strategic transactions; unpredictability and severity
of catastrophic events, including, but not limited to, acts of terrorism or
outbreak of war or hostilities, as well as Marvell's and Inphi's response to any
of the aforementioned factors; the risk of downturns in the highly cyclical
semiconductor industry; failure to receive the approval of the securityholders
of Marvell and/or Inphi; and the occurrence of any event, change or other
circumstances that could give rise to the termination of the Merger Agreement.
The foregoing list of factors is not exhaustive. You should carefully consider
the foregoing factors and the other risks and uncertainties that affect
Marvell's business described in the "Risk Factors" section of its Annual Report
on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed by
Marvell from time to time with the SEC. These filings identify and address other
important risks and uncertainties that could cause actual events and results to
differ materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements, and Marvell
assumes no obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information, future
events or otherwise. Marvell gives no assurance that Marvell will achieve its
expectations.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release, dated April 5, 2021, related to the Notes Offering
99.2 Press release, dated April 5, 2021, related to the Exchange Offers and
Consent Solicitations
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the Inline XBRL document)
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