Qorvo Announces Cash Tender Offers for Senior Notes
Title of Notes
|6.75% Senior Notes due 2023||74736KAB7||$||
|7.00% Senior Notes due 2025*||74736KAD3
|*||The 2025 Notes do not have a related Consent Solicitation.|
|(1||)||Per $1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase by the Company.|
|(2||)||Includes the Early Tender Premium (as defined below) for Notes validly tendered prior to the Early Tender Date (as defined below) (and not validly withdrawn) and accepted for purchase by the Company.|
In conjunction with the Tender Offer for the 2023 Notes, the Company has also commenced a solicitation (a “Consent Solicitation”) of consents (each a “Consent”) from holders of the 2023 Notes to amend certain provisions (the “Proposed Amendments”) of the indenture, dated as of
Holders may not tender 2023 Notes without delivering their Consent pursuant to the related Consent Solicitation and may not deliver a Consent without tendering their 2023 Notes pursuant to the Tender Offer.
The terms and conditions of the Tender Offers are described in an Offer to Purchase and Consent Solicitation Statement, dated
The Tender Offers and the Consent Solicitation will expire at midnight,
Subject to the terms and conditions of the Tender Offers and the Consent Solicitation, the consideration for each
The aggregate principal amount of the 2025 Notes that may be purchased pursuant to the Tender Offers will not exceed
The Company reserves the right, but is under no obligation, at any point following the Early Tender Date and before the Expiration Date, subject to the satisfaction or waiver of the conditions to the Tender Offers and the Consent Solicitation, to accept for purchase any Notes validly tendered (with Consents that have been validly delivered, if applicable) and not validly withdrawn (or Consents revoked) at or prior to the Early Tender Date (the settlement date of such purchase being the “Early Settlement Date”), subject to the 2025 Tender Cap and proration. The Early Settlement Date is currently expected to occur on or about
Neither Tender Offer is conditioned upon the tender of a minimum amount of Notes, the consummation of the other Tender Offer in respect of the other series of Notes or obtaining any Requisite Consent (as defined below). However, the Tender Offers are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase and Consent Solicitation, including the Company having sufficient funds to effect the repurchase, sources of which may include cash on hand, borrowings under its existing credit facility or other sources of debt financing.
The Company intends to execute a supplement to the Indenture (the “Supplemental Indenture”) with the trustee with respect to the Proposed Amendments to the Indenture if the requisite consents to effect such Proposed Amendments (the “Requisite Consents”) are received, as described in the Offer to Purchase and Consent Solicitation. Assuming that the Requisite Consents are received, it is expected that a Supplemental Indenture will be entered into promptly following the later of the receipt of such Requisite Consents and the Withdrawal Deadline. The Supplemental Indenture will apply only to the 2023 Notes.
The Supplemental Indenture will become effective upon execution, but will provide that the Proposed Amendments will not become operative unless the Company accepts the 2023 Notes satisfying the Requisite Consents required for purchase in the applicable Tender Offer. If a Tender Offer or the related Consent Solicitation is terminated or withdrawn, the Indenture will remain in effect in its present form unless the Requisite Consents with respect to the Proposed Amendments to the Indenture are otherwise obtained. The Proposed Amendments constitute a single proposal with respect to the 2023 Notes, and a consenting holder of 2023 Notes must deliver a Consent to the Proposed Amendments as an entirety and may not consent selectively with respect to certain of the Proposed Amendments.
Tendered Notes may be validly withdrawn from the Tender Offers, and delivered Consents may be revoked, at or prior to
Full details of the terms and conditions of the Tender Offers and the Consent Solicitation are described in the Offer to Purchase and Consent Solicitation and the accompanying Letter of Transmittal and Consent, which are being sent by the Company to holders of the Notes. Holders of the Notes are encouraged to read these documents, as they contain important information regarding the Tender Offers and the Consent Solicitation.
The Company has retained BofA Merrill Lynch,
None of the Company or its board of directors or officers, the dealer managers, the solicitation agents, the tender agent and information agent or the trustee with respect to the Notes or any of the Company’s or their respective affiliates is making any recommendation as to whether holders should tender any Notes in response to the Tender Offers or deliver any Consent pursuant to the Consent Solicitation. Holders must make their own decision as to whether to tender their Notes and, if applicable, to deliver their Consents, and, if so, the principal amount of Notes as to which action is to be taken.
The Tender Offers and the Consent Solicitation are only being made pursuant to the Offer to Purchase and Consent Solicitation and the accompanying Letter of Transmittal and Consent. This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes in the Tender Offers. The Tender Offers and the Consent Solicitation are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offers and the Consent Solicitation are required to be made by a licensed broker or dealer, the Tender Offers and the Consent Solicitation will be deemed to be made on behalf of the Company by the dealer managers and solicitation agents, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
This press release includes "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about our plans, objectives, representations and contentions and are not historical facts and typically are identified by use of terms such as "may," "will," "should," "could," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential," "continue" and similar words, although some forward-looking statements are expressed differently. You should be aware that the forward-looking statements included herein represent management's current judgment and expectations, but our actual results, events and performance could differ materially from those expressed or implied by forward-looking statements. We do not intend to update any of these forward-looking statements or publicly announce the results of any revisions to these forward-looking statements, other than as is required under U.S. federal securities laws. Our business is subject to numerous risks and uncertainties, including those relating to fluctuations in our operating results, our dependence on a few large customers for a substantial portion of our revenue, a loss of revenue if contracts with the U.S. government or defense and aerospace contractors are canceled or delayed, our ability to implement innovative technologies, our ability to bring new products to market and achieve design wins, the efficient and successful operation of our wafer fabrication and other facilities, our ability to adjust production capacity in a timely fashion in response to changes in demand for our products, variability in manufacturing yields, industry overcapacity, inaccurate product forecasts and corresponding inventory and manufacturing costs, dependence on third parties, our dependence on international sales and operations, our ability to attract and retain skilled personnel and develop leaders, the possibility that future acquisitions may dilute our stockholders' ownership and cause us to incur debt and assume contingent liabilities, fluctuations in the price of our common stock, our ability to protect our intellectual property, claims of intellectual property infringement and other lawsuits, security breaches and other similar disruptions compromising our information, and the impact of government and stringent environmental regulations. These and other risks and uncertainties, which are described in more detail in
|At Qorvo®||At the Financial Relations Board|
|Doug DeLieto||Joe Calabrese|
|VP, Investor Relations||Vice President|
Source: Qorvo, Inc.