Item 1.01 Entry into a Material Definitive Agreement.
Senior Notes Offering
On April 12, 2021, Marvell Technology Group Ltd., a Bermuda exempted company
("Marvell"), announced that its wholly owned subsidiary, Marvell Technology,
Inc., a Delaware corporation ("MTI"), completed its previously announced
offering and issuance of: (i) $500,000,000 aggregate principal amount of 1.650%
Senior Notes due 2026 (the "2026 Notes"), (ii) $750,000,000 aggregate principal
amount of 2.450% Senior Notes due 2028 (the "2028 Notes") and (iii) $750,000,000
aggregate principal amount of 2.950% Senior Notes due 2031 (the "2031 Notes"
and, together with the 2026 Notes and the 2028 Notes, the "Notes," and such
offering, the "Offering"). The Notes were sold pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), to purchasers in the
United States and pursuant to Regulation S under the Securities Act to
purchasers outside of the United States.
The Notes were issued pursuant to, and are governed by, an indenture, dated as
of April 12, 2021 (the "Base Indenture"), between MTI and U.S. Bank National
Association, as trustee (the "Trustee"), as supplemented by a first supplemental
indenture, dated as of April 12, 2021 (the "First Supplemental Indenture" and,
together with the Base Indenture, the "Indenture"), among MTI, Marvell and the
Trustee. The Indenture contains customary covenants and restrictions, including
covenants that require MTI, any guarantor and their restricted subsidiaries to
satisfy certain conditions in order to incur debt secured by liens, engage in
sale/leaseback transactions or, with respect to MTI, merge or consolidate with
another entity. The Indenture also provides for customary events of default.
The Offering was 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 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 Offering for general corporate purposes.
The 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.
The Notes will accrue interest payable semi-annually in arrears on April 15 and
October 15 of each year, beginning on October 15, 2021. The 2026 Notes will
accrue interest at a rate of 1.650% per year, the 2028 Notes will accrue
interest at a rate of 2.450% per year and the 2031 Notes will accrue interest at
a rate of 2.950% per year. The 2026 Notes will mature on April 15, 2026, the
2028 Notes will mature on April 15, 2028 and the 2031 Notes will mature on
April 15, 2031.
MTI may redeem the 2026 Notes, the 2028 Notes or the 2031 Notes at its option at
any time in whole or from time to time in part prior to March 15, 2026 (the
"2026 Par Call Date"), in the case of the 2026 Notes, February 15, 2028 (the
"2028 Par Call Date"), in the case of the 2028 Notes, and January 15, 2031 (the
"2031 Par Call Date" and, together with the 2026 Par Call Date and the 2028 Par
Call Date, each, a "Par Call Date" and together, the "Par Call Dates"), in the
case of the 2031 Notes, at a redemption price equal to the greater of (i) 100%
of the aggregate principal amount of the applicable Notes to be redeemed and
(ii) the sum of the present values of the remaining scheduled payments of such
Notes, plus in each case, accrued and unpaid interest thereon to, but excluding,
the redemption date.
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MTI may redeem the 2026 Notes, the 2028 Notes or the 2031 Notes at its option at
any time in whole or from time to time in part on or after the applicable Par
Call Date at a redemption price equal to 100% of the aggregate principal amount
of the applicable Notes being redeemed, plus in each case, accrued and unpaid
interest thereon to, but excluding, the redemption date.
The foregoing description is qualified in its entirety by the full text of the
Base Indenture and the First Supplemental Indenture, copies of which are
attached hereto as Exhibit 4.1 and Exhibit 4.2. The terms of the Indenture,
including the forms of the 2026 Notes, 2028 Notes and 2031 Notes attached hereto
as Exhibits 4.3, 4.4 and 4.5, respectively, are incorporated by reference
herein.
Registration Rights Agreement
In connection with the issuance and sale of the Notes, on April 12, 2021,
Marvell and MTI also entered into a registration rights agreement (the
"Registration Rights Agreement") with the representatives of the initial
purchasers of the Notes. Marvell and MTI agreed under the Registration Rights
Agreement for MTI and Marvell to use their reasonable best efforts to (i) file a
registration statement on an appropriate registration form with respect to a
registered offer to exchange the Notes for new notes, with terms substantially
identical in all material respects to the Notes, and (ii) cause the registration
statement to become effective under the Securities Act. MTI shall be obligated
to pay additional interest on the Notes in certain circumstances, including if
it does not complete the exchange offer on or prior to the 365th day after the
closing of the Offering (the "Target Registration Date"), or, if the shelf
registration statement with respect to the Notes (if required to be filed) does
not become effective by the later of (i) the Target Registration Date, or (ii)
90 days after the receipt of the relevant request for filing of a shelf
registration statement from any initial purchaser pursuant to the terms of the
Registration Rights Agreement.
The foregoing description is qualified in its entirety by the full text of the
. . .
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above with respect to the Indenture and
the issuance of the Notes by MTI is incorporated by reference into this Item
2.03.
Item. 8.01. Other Events.
In connection with the closing of the 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.
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.
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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
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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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
4.1 Indenture, dated as of April 12, 2021, by and between Marvell
Technology, Inc. and U.S. Bank National Association, as trustee
4.2 First Supplemental Indenture, dated as of April 12, 2021, by and among
Marvell Technology, Inc., Marvell Technology Group Ltd. and U.S. Bank
National Association, as trustee
4.3 Form of $500,000,000 1.650% Senior Notes due 2026 (included as Exhibit A
to Exhibit 4.2)
4.4 Form of $750,000,000 2.450% Senior Notes due 2028 (included as Exhibit B
to Exhibit 4.2)
4.5 Form of $750,000,000 2.950% Senior Notes due 2031 (included as Exhibit C
to Exhibit 4.2)
10.1 Registration Rights Agreement, dated as of April 12, 2021, by and among
Marvell Technology, Inc., Marvell Technology Group Ltd. and J.P. Morgan
Securities, LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as
representatives of the initial purchasers of the Notes
99.1 Press release, dated April 12, 2021
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the Inline XBRL document)
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