Item 3.03 Material Modification to Rights of Security Holders.
On April 19, 2021, Marvell Technology Group Ltd., a Bermuda exempted company
("Marvell"), announced the early participation results of Marvell Technology,
Inc.'s, a Delaware corporation and Marvell's wholly owned subsidiary ("MTI"),
previously announced solicitations of consents (each, a "Consent Solicitation"
and, collectively, the "Consent Solicitations") to adopt certain proposed
amendments (the "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 (the "Marvell Trustee"), pursuant to
which Marvell's 4.200% Senior Notes due 2023 (the "2023 Notes") and 4.875%
Senior Notes due 2028 (the "2028 Notes" and, together with the 2023 Notes, the
"Marvell Notes") were issued.
As of 5:00 p.m., New York City time, on April 16, 2021 (the "Early Participation
Date"), MTI has received consents from holders representing 86.47% in principal
amount of the 2023 Notes and 95.34% in principal amount of the 2028 Notes. On
April 15, 2021, Marvell executed a Second Supplemental Indenture (the "Marvell
Second Supplemental Indenture"), between Marvell and the Marvell Trustee, to the
Marvell Indenture in order to effect the Amendments, which, among other things,
eliminate (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 Marvell Second Supplemental Indenture will become operative upon
the settlement of the Exchange Offers (as defined below) and Consent
Solicitations, which is expected to occur on or about May 4, 2021.
The foregoing description of the Marvell Second Supplemental Indenture does not
purport to be complete and is qualified in its entirety by reference to the full
text of such document, a copy of which is filed as Exhibit 4.1 to this Current
Report on Form 8-K and incorporated herein in its entirety.
Item 8.01 Other Events.
Also on April 19, 2021, Marvell announced the early tender results of MTI's
previously announced private exchange offers to certain eligible holders (the
"Exchange Offers") for any and all outstanding Marvell Notes for up to an
aggregate principal amount of $1.0 billion of new notes issued by MTI.
The Exchange Offers and Consent Solicitations are being conducted in connection
with Marvell's previously announced proposed acquisition of Inphi Corporation
("Inphi"), which is currently expected to close on or around April 20, 2021,
subject to 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.
The Exchange Offers and Consent Solicitations are being made solely pursuant to
the terms and subject to the 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 of 1933, as amended (the "Securities
Act"). The Exchange Offers and Consent Solicitations will expire at 11:59 p.m.,
New York City time, on April 30, 2021, unless extended or earlier terminated,
and are conditioned, among other things, upon the closing of the Mergers, which
is expected to occur in April 2021.
A copy of the press release issued by Marvell is attached as Exhibit 99.1 to
this Current Report on Form 8-K and incorporated herein in its entirety.
--------------------------------------------------------------------------------
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements with respect
to the Exchange Offers and Consent Solicitations proposed transaction between
Marvell, Inphi and MTI, including statements regarding the anticipated timing of
the closing of the transaction. 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, 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; 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 Second Supplemental Indenture, dated as of April 15, 2021, by and
between Marvell Technology Group Ltd. and U.S. Bank National Association
99.1 Press release, dated April 19, 2021
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
MARVELL TECHNOLOGY GROUP LTD 
