Qorvo Announces Early Results and Amendment of Cash Tender Offer for Senior Notes Due 2025
The aggregate principal amount of Notes validly tendered and not validly withdrawn at or prior to
|Title of Notes||CUSIP
|Tender Cap||Early Tender Payment(1)(2)||Tender Offer
|7.00% Senior Notes due 2025||U7471QAB0||$||248,500,000||$||136,390,000||$||140,000,000||$||30.00||$||1,070.00||$||1,100.00|
(2) Included in the Total Consideration for Notes tendered and accepted for purchase.
(3) Does not include accrued and unpaid interest that will be paid on Notes accepted for purchase.
It is currently expected that Notes tendered prior to the Early Tender Deadline will be purchased later today.
The Company also announced that it is amending the Tender Offer. Pursuant to the amendment, the Company is increasing the Tender Cap from
The terms and conditions of the Tender Offer and Consent Solicitation (as defined below) are described in an Offer to Purchase and Consent Solicitation Statement, dated
In connection with the Tender Offer, the Company also announced the results of its previously announced solicitation of consents (the “Consents”) from holders of Notes (the “Consent Solicitation”). In order for the Proposed Amendments described in the Offer to Purchase and Consent Solicitation Statement to be adopted, Consents must be received in respect of a majority of the aggregate principal amount of Notes then outstanding (excluding Notes owned by the Company or its affiliates) (the “Requisite Consents”). As the Requisite Consents have been received, the Company has executed and delivered a supplemental indenture to the Indenture giving effect to the Proposed Amendments. The supplemental indenture became effective upon execution and the Proposed Amendments will become operative upon the Company accepting and making payment for all Notes tendered in the Tender Offer later today. Accordingly, all tendered Notes will be accepted for purchase and no tendered Notes will be subject to proration.
Subject to all conditions to the Tender Offer and the Consent Solicitation having been either satisfied or waived, the Company will purchase Notes that have been validly tendered (with Consents that have been validly delivered) and not validly withdrawn (or Consents revoked) after the Early Tender Deadline and at or prior to the Expiration Date, promptly following the Expiration Date (the settlement date of such purchase being the “Final Settlement Date”), subject to the Tender Cap and proration. The Final Settlement Date is expected to occur on
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.
BofA Merrill Lynch,
None of the Company, its board of directors, the Dealer Managers, the Depositary and Information Agent, the Trustee under the Indenture, or any of the Company’s affiliates, makes any recommendation as to whether holders of the Notes should tender any Notes in response to the Tender Offer and Consent Solicitation. The Tender Offer and Consent Solicitation are made only by the Offer Documents. The Tender Offer and 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 Offer and Consent Solicitation are required to be made by a licensed broker or dealer, the Tender Offer and Consent Solicitation will be deemed to be made on behalf of the Company by the Dealer Managers 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 Qorvo’s most recent Annual Report on Form 10-K and in other reports and statements filed with the
VP, Investor Relations
|At the Financial Relations Board
Source: Qorvo, Inc.