Qorvo, Inc. (NASDAQ:QRVO) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On June 29, 2018, Qorvo, Inc. (the “Company”) issued a press release announcing the results to date of the previously announced cash tender offers (the “Tender Offers”) for any and all of the Company’s outstanding 6.75% Senior Notes due 2023 (the “2023 Notes”) and up to $150,000,000 of the Company’s outstanding 7.00% Senior Notes due 2025 (the “2025 Notes” and together with the 2023 Notes, the “Notes”). The Company also announced the extension of the Early Tender Date (as defined in the Offer to Purchase and Consent Solicitation Statement dated June 15, 2018 (the “Offer to Purchase and Consent Solicitation”)) with respect to the 2025 Notes from 5:00 p.m., New York City time, on June 28, 2018 to midnight, New York City time, at the end of the day on July 13, 2018. In connection with the tender offer for the 2023 Notes, the Company also announced the results to date for the Company’s previously announced solicitation of consents from holders of the 2023 Notes to amend certain provisions of the Indenture, dated as of November 19, 2015 (the “Indenture”), between the Company, the Company’s domestic subsidiaries that guarantee the Company’s obligations under its existing credit facility (the “Guarantors”), and MUFG Union Bank, N.A. (the “Trustee”) with respect to the 2023 Notes (the “Proposed Amendments”). A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”) and incorporated herein by reference.
As of June 29, 2018, the requisite consents to effect the Proposed Amendments with respect to the 2023 Notes, as described in the Offer to Purchase and Consent Solicitation, were received. Accordingly, on June 29, 2018, the Company, the Guarantors and the Trustee executed and delivered a supplemental indenture to the Indenture (the “Supplemental Indenture”). The Supplemental Indenture, which modified only the terms of the2023 Notes,
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deleted from the Indenture: |
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Section 4.03, “SEC Reports”; |
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Section 4.07, “Limitation on Restricted Payments”; |
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Section 4.08, “Limitation on Restrictions on Distributions from Restricted Securities”; |
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Section 4.09, “Limitation on Indebtedness”; |
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Section 4.10, “Limitation on Sales of Assets and Subsidiary Stock”; |
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Section 4.11, “Limitation on Transactions with Affiliates”; |
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Section 4.12, “Limitation on Liens”; |
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Section 4.14, “Change of Control”; |
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Section 4.18, “Future Subsidiary Guarantors”; |
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Section 4.19, “Suspension of Covenants”; and |
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Section 6.01(a), “Events of Default” (subsection (4) thereof); |
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modified Section 3.01, “Notices to Trustee” by deleting “at least 30 days but not more than 60 days before the redemption date” and replacing the deleted language with the following: “not less than three Business Days nor more than 60 days before the redemption date”; |
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modified Section 3.02(a) “Selection of Notes to Be Redeemed” by deleting “not less than 30 nor more than 60 days prior to the redemption date” and replacing the deleted language with the following: “not less than three Business Days nor more than 60 days before the redemption date”; |
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modified Section 3.03(a) “Notice of Redemption” by deleting “At least 30 days but not more than 60 days before a redemption date” and replacing the deleted language with the following: “not less than three Business Days nor more than 60 days before the redemption date”; |
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modified Section 5.01 “Merger and Consolidation” to remove various restrictions on the Company or any subsidiary guarantor consolidating, merging, or conveying, transferring or leasing all or substantially all of its assets (or the assets of any subsidiary); and |
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modified Section 5.02, “Successor Corporation Substituted” to make conforming changes. |
The Supplemental Indenture became effective on June 29, 2018. The description of the Supplemental Indenture in this Report is a summary and is qualified in its entirety by reference to the complete text of the Supplemental Indenture, which is filed as Exhibit 4.1 to this Report and incorporated herein by reference.
This Report does not constitute 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 only being made to an Offer to Purchase and Consent Solicitation Statement and the accompanying Letter of Transmittal and Consent. The Tender Offers and the Consent Solicitation are not being made to holders of Notes in any state or jurisdiction in which the making or acceptance thereof would be unlawful under the securities laws of such jurisdiction.
Item 1.01. Financial Statements and Exhibits.
(d) Exhibits
Qorvo, Inc. ExhibitEX-4.1 2 qorvo-supplementalindentur.htm EXHIBIT 4.1 Exhibit SUPPLEMENTAL INDENTURE NO.1Supplemental Indenture No. 1 (this “Supplemental Indenture”),…To view the full exhibit click here
About Qorvo, Inc. (NASDAQ:QRVO)
Qorvo, Inc. is a provider of technologies and radio frequency (RF) solutions for mobile, infrastructure and defense and aerospace applications. The Company designs, develops, manufactures and markets its products to the United States and international original equipment manufacturers (OEMs) and original design manufacturers (ODMs). Its segments include Mobile Products (MP) and Infrastructure and Defense Products (IDP). The MP segment is a supplier of radio frequency (RF) solutions that perform various functions in the cellular radio front end section of smartphones and other cellular devices. The IDP segment is a supplier of RF solutions that support various global applications, including ubiquitous high-speed network connectivity to the cloud, data center communications, Internet connectivity throughout the home and workplace, and upgraded military capabilities across the globe. It operates design, sales and manufacturing facilities located throughout Asia, Europe and North America.
