Marvell Technology, Inc. (“MTI”) announced today the expiration and final results of its (i) offers to exchange (the “Exchange Offers”) any and all outstanding 4.200% Senior Notes due 2023 and 4.875% Senior Notes due 2028 (together, the “Marvell Notes”) issued by Marvell Technology Group Ltd. (“Marvell”) for up to an aggregate principal amount of $1.0 billion of new 4.200% Senior Notes due 2023 (the “2023 MTI Notes”) and 4.875% Senior Notes due 2028 (the “2028 MTI Notes” and, together with the 2023 MTI Notes, the “MTI Notes”) issued by MTI and (ii) related solicitations of consents (the “Consent Solicitations”).
The Exchange Offers and Consent Solicitations expired at 11:59 p.m., New York City time, on April 30, 2021 (the “Expiration Date”). As of the Expiration Date, $913,344,000 in aggregate principal amount of Marvell Notes as set forth in the table below had been validly tendered and not validly withdrawn in the Exchange Offers and Consent Solicitations.
Series of Marvell Notes |
CUSIP/ISIN |
Aggregate Principal Outstanding at |
Amount Tendered |
Percentage |
||||
4.200% Senior Notes due 2023 |
57385L AA6 / US57385LAA61 |
$500,000,000 |
$433,865,000 |
86.77% |
||||
4.875% Senior Notes due 2028 |
57385L AB4 / US57385LAB45 |
$500,000,000 |
$479,479,000 |
95.90% |
||||
MTI has accepted for exchange all tendered Marvell Notes in the Exchange Offers. Upon settlement of the Exchange Offers, MTI expects to issue $433,817,000 in aggregate principal amount of 2023 MTI Notes and $479,394,000 in aggregate principal amount of 2028 MTI Notes. In addition, for each $1,000 principal amount of Marvell Notes validly tendered (and not validly withdrawn) at or prior to the Expiration Date, eligible holders of Marvell Notes will receive a consent payment of $1.00 in cash. The settlement date for the Exchange Offers and Consent Solicitations is expected to be May 4, 2021.
The terms of the MTI Notes to be issued in the Exchange Offers are substantially identical to the terms of the corresponding series of Marvell Notes, except that the MTI Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and therefore may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. MTI has agreed to enter into a registration rights agreement with respect to the MTI Notes under certain circumstances.
The Exchange Offers and Consent Solicitations were made pursuant to the terms and subject to the conditions set forth in the confidential offering memorandum, dated April 5, 2021. The Exchange Offers were extended only to eligible holders of Marvell Notes who properly completed and returned an eligibility certification confirming that they are either a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or not a “U.S. person” and outside the United States under Regulation S under the Securities Act for purposes of applicable securities laws.
Media Contact:
MTI Investor Relations:
Ashish Saran
408-222-0777
ir@Marvell.com