QORVO, INC. Item 1.01. Entry into a Material Definitive Agreement.
Credit Agreement
On
At the Company's option, loans under the Credit Agreement will bear interest at (i) the Applicable Rate (as defined in the Credit Agreement) plus the Eurodollar Rate (as defined in the Credit Agreement) or (ii) the Applicable Rate plus a rate equal to the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate of the Administrative Agent, or (c) the Eurodollar Rate plus 1.0% (the "Base Rate"). All swing line loans will bear interest at a rate equal to the Applicable Rate plus the Base Rate. The Eurodollar Rate is the rate per annum equal to the reserve adjusted London Interbank Offered Rate (or a comparable or successor rate), for dollar deposits for interest periods of one, two, three or six months, as selected by the Company. The Applicable Rate for Eurodollar Rate loans ranges from 1.000% per annum to 1.250% per annum and will initially be set at 1.125% per annum until the delivery of the Company's first compliance certificate to the lenders. The Applicable Rate for Base Rate loans ranges from 0.000% per annum to 0.250% per annum, and will initially be set at 0.125% per annum until the delivery of the Company's first compliance certificate to the lenders. Undrawn amounts under the Revolving Facility and Term Loan are subject to a commitment fee ranging from 0.150% to 0.200%. Interest for Eurodollar Rate loans will be payable at the end of each applicable interest period or at three-month intervals, if such interest period exceeds three months. Interest for Base Rate loans will be payable quarterly in arrears. The Company will pay a letter of credit fee equal to the Applicable Rate multiplied by the daily amount available to be drawn under any letter of credit, a fronting fee, and any customary documentary and processing charges for any letter of credit issued under the Credit Agreement.
The Credit Agreement contains various conditions, covenants and representations
with which the Company must be in compliance in order to borrow funds and avoid
an event of default, including financial covenants that the Company must
maintain (i) a consolidated leverage ratio not to exceed 3.00 to 1.00 as of the
end of any fiscal quarter of the Company, provided that in connection with a
permitted acquisition in excess of
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The Credit Agreement also contains customary events of default. The occurrence
of an event of default can result in the exercise of remedies including an
increase in the applicable rate of interest by 2.00%, termination of undrawn
commitments under the Credit Facility, declaration that all outstanding loans
are due and payable and requiring cash collateral deposits in respect of
outstanding letters of credit. Outstanding amounts are due in full on the
maturity date of
The foregoing description of the Credit Agreement is a summary and is qualified in its entirety by reference to the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this "Report") and incorporated herein by reference.
Indenture
On
The Notes were issued pursuant to an indenture, dated as of
Interest on the Notes will accrue at a rate of 3.375% per annum, payable
semi-annually on
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information required to be disclosed pursuant to this Item 2.03 in connection with the matters described under Item 1.01 of this Report is incorporated herein by reference.
Item 8.01. Other Events.
On
The Company intends to use the net proceeds of the offering of the Notes,
together with the Term Loan, to redeem all of the outstanding 2026 Notes. The
Company has delivered to the Trustee a Notice of Redemption for all of the
outstanding 2026 Notes, at a cash redemption price to be calculated as provided
in the 2026 Notes, plus accrued and unpaid interest, to the redemption date of
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 4.1 Indenture, dated as ofSeptember 29, 2020 , amongQorvo, Inc. , theGuarantors and MUFG Union Bank, N.A. , as Trustee 10.1 Amended and Restated Credit Agreement, dated as ofSeptember 29, 2020 , by and amongQorvo, Inc. , as the Borrower, certain subsidiaries of the Borrower identified therein, as the Guarantors,Bank of America, N.A ., as Administrative Agent, SwingLine Lender and L/C Issuer, the other lenders party thereto, andWells Fargo Bank, National Association ,Citibank, N.A .,TD Bank, National Association ,MUFG Bank, Ltd. ,PNC Bank, National Association ,Bank of the West andMorgan Stanley Bank , N.A., as Co-Syndication Agents 99.1 Press release datedSeptember 29, 2020 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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