Item 1.01 Entry into a Material Definitive Agreement.
On May 4, 2021, Marvell Technology, Inc. ("MTI") completed its previously
announced private exchange offers to certain eligible holders (the "Exchange
Offers") for any and all outstanding 4.200% Senior Notes due 2023 and 4.875%
Senior Notes due 2028 (together, the "Marvell Notes") issued by Marvell
Technology Group Ltd. ("Marvell") for up to an aggregate principal amount of
$1.0 billion of new 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
"Notes") issued by MTI.
Upon completion of the Exchange Offers, MTI issued $433,817,000 in aggregate
principal amount of 2023 Notes and $479,394,000 in aggregate principal amount of
2028 Notes pursuant to a Second Supplemental Indenture, dated as of May 4, 2021
(the "Second Supplemental Indenture"), to the Indenture, dated as of April 12,
2021 (the "Base Indenture"), between MTI and U.S. Bank National Association, as
trustee (the "Trustee").
The Notes will accrue interest from December 22, 2020. Interest on the Notes
will be payable semi-annually in arrears on June 22 and December 22 of each
year, beginning on June 22, 2021. The 2023 Notes will accrue interest at a rate
of 4.200% per year and the 2028 Notes will accrue interest at a rate of 4.875%
per year. The 2023 Notes will mature on June 22, 2023 and the 2028 Notes will
mature on June 22, 2028.
MTI may redeem the Notes at its option at any time in whole or from time to time
in part prior to May 22, 2023 (the "2023 Par Call Date"), in the case of the
2023 Notes, and March 22, 2028 (the "2028 Par Call Date" and, together with the
2023 Par Call Date, the "Par Call Dates" and each, a "Par Call Date"), in the
case of the 2028 Notes, at a redemption price equal to the greater of (i) 100%
of the aggregate principal amount of the applicable series of Notes to be
redeemed and (ii) the sum of the present values of the remaining scheduled
payments of such series of Notes, discounted to the redemption date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
using a discount rate equal to the treasury rate (as defined in the Second
Supplemental Indenture) plus 25 basis points (in the case of the 2023 Notes), or
30 basis points (in the case of the 2028 Notes), plus in each case, accrued and
unpaid interest thereon to, but excluding, the redemption date.
MTI may redeem the 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 Second Supplemental Indenture, copies of which are
attached hereto as Exhibits 4.1 and 4.2, respectively. The terms of the Base
Indenture and the Second Supplemental Indenture, including the forms of the 2023
Notes and the 2028 Notes attached hereto as Exhibits 4.3 and 4.4, respectively,
are incorporated by reference herein.
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 Second
Supplemental Indenture and the issuance of the Notes by MTI is incorporated by
reference into this Item 2.03.
Item 8.01 Other Events.
On May 3, 2021, MTI issued a press release announcing the expiration and final
results of the Exchange Offers and Consent Solicitations. A copy of the press
release is filed pursuant to this Item 8.01 as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated by reference herein in its entirety.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements.
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: our failure to realize the anticipated
benefits of the transaction, including as a result of our ability to integrate
the businesses of Marvell and Inphi Corporation or due to unexpected costs,
liabilities or delays related to such integration; our ability to retain and
hire key personnel; potential adverse reactions or changes to business
relationships resulting from the completion of the transaction; risks associated
with third party contracts containing consent and/or other provisions that may
be triggered by the transaction; the impact of public health crises, such as
pandemics (including coronavirus (COVID-19)) 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; legislative, regulatory
and economic developments affecting our business; general economic and market
developments and conditions including disruptions in our supply chain or in the
supply chains of our customers or suppliers; the evolving legal, regulatory and
tax regimes under which we operate; unpredictability and severity of
catastrophic events, including, but not limited to, acts of terrorism or
outbreak of war or hostilities, as well as our response to any of the
aforementioned factors. The foregoing list of factors is not exhaustive. You
should carefully consider the foregoing factors as well as other risks
associated with the transaction and the combined company as described in the
"Risk Factors" section of the joint proxy statement/prospectus filed with the
U.S. Securities and Exchange Commission ("SEC") in connection with the
transaction, and risks and uncertainties that affect our business as described
in the "Risk Factors" section of Marvell's most recent Annual Report on Form
10-K and other documents filed by MTI 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 we assume no obligation and do not intend to
update or revise these forward-looking statements, whether as a result of new
information, future events or otherwise. We do not give any assurance that we
will achieve our expectations.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
4.1 Base Indenture, dated as of April 12, 2021, between Marvell Technology,
Inc. and U.S. Bank National Association, as trustee (incorporated by
reference to Exhibit 4.1 to Marvell Technology Group Ltd.'s Current Report
on Form 8-K filed on April 12, 2021, File No. 001-30877)
4.2 Second Supplemental Indenture, dated as of May 4, 2021, between Marvell
Technology, Inc. and U.S. Bank National Association, as trustee
4.3 Form of $433,817,000 4.200% Senior Notes due 2023 (included as Exhibit A
to Exhibit 4.2)
4.4 Form of $479,394,000 4.875% Senior Notes due 2028 (included as Exhibit B
to Exhibit 4.2)
99.1 Press Release dated May 3, 2021
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses