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Jun 12, 2026 12:00 AM

Skyworks Announces Results of Early Participation in Exchange Offers and Consent Solicitations for Qorvo's Senior Notes due 2029 and 2031

IRVINE, Calif., June 11, 2026 (GLOBE NEWSWIRE) -- Skyworks Solutions, Inc. (NASDAQ:SWKS) ("Skyworks"), a leading developer, manufacturer and provider of analog and mixed-signal semiconductors and solutions for numerous applications, today announced that, in connection with its previously announced offers to holders of Qorvo Notes (as defined herein) to exchange (the "Exchange Offers") any and all outstanding 4.375% Senior Notes due 2029 (the "2029 Qorvo Notes") and any and all outstanding 3.375% Senior Notes due 2031 (the "2031 Qorvo Notes" and, together with the 2029 Qorvo Notes, the "Qorvo Notes") issued by Qorvo, Inc. ("Qorvo") as set forth in the table below for, (1) with respect to the 2029 Qorvo Notes, up to $850,000,000 aggregate principal amount of new 4.375% Senior Notes due 2029 (the "New 2029 Skyworks Notes") issued by Skyworks and (2) with respect to the 2031 Qorvo Notes, up to $700,000,000 aggregate principal amount of new 3.375% Senior Notes due 2031 (together with the New 2029 Skyworks Notes, the "New Skyworks Notes") issued by Skyworks, and related consent solicitations by Skyworks, on behalf of Qorvo (the "Consent Solicitations"), to adopt certain proposed amendments to each indenture governing the applicable series of Qorvo Notes to, among other things, eliminate substantially all of the restrictive covenants, certain affirmative covenants and certain events of default (the "Proposed Amendments"), in exchange for the applicable Consent Payment (as defined herein), as of 5:00 p.m., New York City time, on June 11, 2026 (the "Early Participation Date" and the "Consent Revocation Deadline"), according to Global Bondholder Services Corporation, the information agent for the Exchange Offers and Consent Solicitations, the following respective principal amounts of each series of Qorvo Notes have been validly tendered and not validly withdrawn (and consents thereby validly given and not validly revoked):

Title of Qorvo Notes / CUSIP / ISIN No.

 

Principal Amount Outstanding

 

Qorvo Notes Tendered at the Early Participation Date and Consent Revocation Deadline

 

Principal Amount

 

Percentage

4.375% Senior Notes due 2029Registered: 74736KAH4/US74736KAH41144A: 74736KAG6 /US74736KAG67Regulation S: U7471QAF1 /USU7471QAF10

 

$850,000,000

 

$760,095,000

 

89.42%

3.375% Senior Notes due 2031144A:74736KAJ0 /US74736KAJ07Regulation S:U7471QAJ3 /USU7471QAJ32

 

$700,000,000

 

$651,334,000

 

93.05%

 

 

 

 

 

 

 

As of the Consent Revocation Deadline, Skyworks, on behalf of Qorvo, has received the requisite consents to adopt the Proposed Amendments to each series of Qorvo Notes. On June 11, 2026, Qorvo entered into two supplemental indentures, one with respect to each series of Qorvo Notes, with the subsidiary guarantors party thereto and the trustee for the Qorvo Notes (the "Supplemental Indentures") to effect the Proposed Amendments, which, among other changes, eliminate substantially all of the restrictive covenants, certain affirmative covenants and certain events of default. Upon their respective executions, each Supplemental Indenture became effective and constitutes a binding agreement between Qorvo, the subsidiary guarantors party thereto and the trustee for the Qorvo Notes. However, the Proposed Amendments with respect to each series of Qorvo Notes will not become operative until (i) immediately prior to the closing of the transactions pursuant to which Qorvo will merge with and into a subsidiary of Skyworks (the "Mergers"), with such subsidiary continuing as the surviving entity and a wholly-owned subsidiary of Skyworks or (ii) immediately upon the settlement of the Exchange Offer and Consent Solicitation with respect to such series, depending on the specific amendment, and will cease to be operative if the Mergers are not consummated.

As a result of the consents validly tendered and not validly withdrawn by the Consent Revocation Deadline, the consent payment for the 2029 Qorvo Notes will be approximately $2.80 per $1,000 in principal amount of such notes validly tendered and not validly withdrawn at or prior to the Consent Revocation Deadline. As a result of the consents validly tendered and not validly withdrawn by the Consent Revocation Deadline, the consent payment for the 2031 Qorvo Notes will be approximately $2.69 per $1,000 in principal amount of such notes validly tendered and not validly withdrawn at or prior to the Consent Revocation Deadline (the foregoing, with respect to each series, the applicable "Consent Payment").

Revocation rights for the Consent Solicitations expired at 5:00 p.m., New York City time, on the Consent Revocation Deadline. Withdrawal rights for the Exchange Offers expire as of the Expiration Date (as defined herein). Holders of either series of Qorvo Notes who did not validly tender (or who validly tendered but withdrew) such Qorvo Notes at or prior to the 5:00 p.m., New York City ...