Item 1.01 | Entry into a Material Definitive Agreement. |
Senior Notes Offering
On April 12, 2021, Marvell Technology Group Ltd., a Bermuda exempted company (“Marvell”), announced that its wholly owned subsidiary, Marvell Technology, Inc., a Delaware corporation (“MTI”), completed its previously announced offering and issuance of: (i) $500,000,000 aggregate principal amount of 1.650% Senior Notes due 2026 (the “2026 Notes”), (ii) $750,000,000 aggregate principal amount of 2.450% Senior Notes due 2028 (the “2028 Notes”) and (iii) $750,000,000 aggregate principal amount of 2.950% Senior Notes due 2031 (the “2031 Notes” and, together with the 2026 Notes and the 2028 Notes, the “Notes,” and such offering, the “Offering”). The Notes were sold pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), to purchasers in the United States and pursuant to Regulation S under the Securities Act to purchasers outside of the United States.
The Notes were issued pursuant to, and are governed by, an indenture, dated as of April 12, 2021 (the “Base Indenture”), between MTI and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a first supplemental indenture, dated as of April 12, 2021 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among MTI, Marvell and the Trustee. The Indenture contains customary covenants and restrictions, including covenants that require MTI, any guarantor and their restricted subsidiaries to satisfy certain conditions in order to incur debt secured by liens, engage in sale/leaseback transactions or, with respect to MTI, merge or consolidate with another entity. The Indenture also provides for customary events of default.
The Offering was conducted in connection with the previously announced proposed acquisition of Inphi Corporation (“Inphi”), which is currently expected to close in April 2021, pending approval by Inphi’s stockholders and Marvell’s shareholders, as well as 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. MTI intends to use the net proceeds of the Offering to fund a portion of the aggregate cash portion of the merger consideration payable to Inphi stockholders in connection with the Mergers and to pay related fees and expenses. MTI expects to use any remaining net proceeds from the Offering for general corporate purposes.
The Offering is not conditioned upon the consummation of the Mergers. However, if (i) the Mergers have not been consummated on or prior to June 29, 2021 (or such later date as the parties may designate in accordance with the Merger Agreement, up to March 1, 2022) or (ii) prior to such date, MTI notifies the Trustee in respect of the Notes that MTI and Marvell will not pursue the consummation of the Mergers, then MTI will be required to redeem each series of the Notes then outstanding at a special mandatory redemption price equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to, but not including, the applicable special mandatory redemption date.
The Notes will accrue interest payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2021. The 2026 Notes will accrue interest at a rate of 1.650% per year, the 2028 Notes will accrue interest at a rate of 2.450% per year and the 2031 Notes will accrue interest at a rate of 2.950% per year. The 2026 Notes will mature on April 15, 2026, the 2028 Notes will mature on April 15, 2028 and the 2031 Notes will mature on April 15, 2031.
MTI may redeem the 2026 Notes, the 2028 Notes or the 2031 Notes at its option at any time in whole or from time to time in part prior to March 15, 2026 (the “2026 Par Call Date”), in the case of the 2026 Notes, February 15, 2028 (the “2028 Par Call Date”), in the case of the 2028 Notes, and January 15, 2031 (the “2031 Par Call Date” and, together with the 2026 Par Call Date and the 2028 Par Call Date, each, a “Par Call Date” and together, the “Par Call Dates”), in the case of the 2031 Notes, at a redemption price equal to the greater of (i) 100% of the aggregate principal amount of the applicable Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of such Notes, plus in each case, accrued and unpaid interest thereon to, but excluding, the redemption date.