Skyworks secures high tender rates in Qorvo notes exchange offers
Skyworks Solutions reported strong early participation in its exchange offers for Qorvo's senior notes, with 89.42% of the 2029 notes and 93.05% of the 2031 notes tendered. The company secured requisite consents to amend the indentures, removing restrictive covenants. The offers expire on September 1, 2026, and are contingent on the completion of the merger between Skyworks and Qorvo.
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Skyworks Solutions, Inc. announced significant early participation in its exchange offers for Qorvo, Inc.'s outstanding senior notes due 2029 and 2031. As of the early participation date on June 11, 2026, holders tendered 89.42% of the 4.375% Senior Notes due 2029 and 93.05% of the 3.375% Senior Notes due 2031. The company also received the requisite consents to adopt proposed amendments to the indentures governing these notes, which will eliminate substantially all restrictive covenants, certain affirmative covenants, and certain events of default.
Tender Results and Consent Payments
The exchange offers allow holders to exchange their existing Qorvo Notes for new notes issued by Skyworks. The following table details the principal amounts tendered and the outstanding totals for each series:
| Title of Qorvo Notes / CUSIP / ISIN No. | Principal Amount Outstanding | Principal Amount Tendered | Percentage |
|---|---|---|---|
| 4.375% Senior Notes due 2029 | $850,000,000 | $760,095,000 | 89.42% |
| 3.375% Senior Notes due 2031 | $700,000,000 | $651,334,000 | 93.05% |
As a result of the valid consents received, the consent payment for the 2029 Qorvo Notes will be approximately $2.80 per $1,000 in principal amount tendered. For the 2031 Qorvo Notes, the consent payment will be approximately $2.69 per $1,000 in principal amount tendered. Holders who did not tender or who withdrew their notes prior to the deadline are not eligible for these payments.
Exchange Terms and Conditions
Holders who validly tendered notes at the early participation date and accepted the exchange will receive $950.00 in principal amount of the new Skyworks Notes for every $1,000 of Qorvo Notes, plus an early participation premium of $50.00. Those tendering after the early participation date but prior to the expiration date will receive only the $950.00 exchange consideration. The new notes consist of up to $850,000,000 aggregate principal amount of new 4.375% Senior Notes due 2029 and up to $700,000,000 aggregate principal amount of new 3.375% Senior Notes due 2031.
Merger Conditions and Timeline
The exchange offers and consent solicitations are contingent upon the closing of the mergers between Skyworks and Qorvo. Skyworks executed supplemental indentures on June 11, 2026, to effect the proposed amendments, though these amendments will not become operative until immediately prior to the merger closing or the settlement of the exchange offers. The offers are scheduled to expire at 5:00 p.m. New York City time on September 1, 2026, unless extended. The settlement date is expected to occur no earlier than the second business day after the merger closing date.
The transactions are being made pursuant to a registration statement on Form S-4 declared effective by the U.S. Securities and Exchange Commission on May 29, 2026. While the exchange offers are conditioned on the merger closing, the merger itself is not conditioned on the results of these offers. Skyworks retains the discretion to modify or terminate the offers or extend the expiration dates.
How will the elimination of restrictive covenants impact Skyworks' financial flexibility post-merger?
What are the potential risks if the merger does not close by the September 1, 2026 expiration date?
How might the high participation rates in the exchange offers influence Qorvo's remaining unsecured creditors?
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