Item 1.01.
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Entry into a Material Definitive Agreement
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On June 22, 2018, Marvell Technology Group Ltd. (the
Company) completed a public offering under the Companys Registration Statement on Form
S-3
(File
No. 333-225591)
(the Registration
Statement) of (i) $500,000,000 aggregate principal amount of the Companys 4.200% Senior Notes due 2023 (the 2023 notes) and (ii) $500,000,000 aggregate principal amount of the Companys 4.875% Senior Notes due
2028 (the 2028 notes and, together with the 2023 notes, the notes).
The notes were sold pursuant to an underwriting agreement
(the Underwriting Agreement) dated June 20, 2018, by and among the Company and Goldman Sachs & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named
therein (collectively the Underwriters). The Underwriting Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and
termination provisions. The notes are being issued under the Indenture dated as of June 22, 2018 (the Base Indenture), by and between the Company and U.S. Bank National Association, as trustee (the Trustee), as
supplemented by the First Supplemental Indenture, dated as of June 22, 2018 (the First Supplemental Indenture and, together with the Base Indenture, the Indenture), by and between the Company and the Trustee.
The Company will pay interest on the 2023 notes on June 22 and December 22 of each year, beginning on December 22, 2018. The 2023 notes will
mature on June 22, 2023. The Company will pay interest on the 2028 notes on June 22 and December 22 of each year, beginning on December 22, 2018. The 2028 notes will mature on June 22, 2028. The Company may redeem the notes,
in whole or in part, at any time prior to their maturity at the redemption prices set forth in the notes.
In addition, upon the occurrence of a change of
control repurchase event (which involves the occurrence of both a change of control and a ratings event involving the notes being rated below investment grade), the Company will be required to make an offer to repurchase the notes at a price equal
to 101% of the principal amount of the notes, plus accrued and unpaid interest to, but excluding, the repurchase date.
In the event (i) the proposed
acquisition by the Company of Cavium, Inc. (Cavium) pursuant to the Agreement and Plan of Merger (the Merger Agreement), dated as of November 19, 2017, by and among the Company, Kauai Acquisition Corp., a Delaware
corporation, and Cavium (the Cavium Acquisition) is not completed on or prior to March 31, 2019 or (ii) the Merger Agreement is terminated on or at any time prior to such date (each such event referred to as a special
mandatory redemption event), the Company will be required to redeem all of the 2023 notes and the 2028 notes then outstanding, at a special mandatory redemption price equal to 101% of the aggregate principal amount of such notes, plus accrued
and unpaid interest from the date of initial issuance, or the most recent interest payment date on which interest was paid, whichever is later, to, but not including, the Special Mandatory Redemption Date (as defined below). The Special
Mandatory Redemption Date will be a date selected by the Company and will be no later than 30 days following any special mandatory redemption event.
The Indenture contains certain limited covenants restricting the Companys ability to incur certain liens, enter into certain sale and leaseback
transactions and merge or consolidate with any other entity or convey, transfer or lease all or substantially all of the Companys properties or assets to another person, which, in each case, are subject to certain qualifications and
exceptions.
The notes will be the Companys senior unsecured obligations and will rank equally with the Companys other senior unsecured debt
from time to time outstanding. The notes will be effectively subordinated to any existing or future indebtedness of any of the Companys subsidiaries. The notes are subject to customary covenants and events of default, as set forth in the
Indenture.
The Company expects that the net proceeds from the offering of the notes will be approximately $988.7 million after deducting
underwriting discounts and other estimated expenses of the offering. Net proceeds will be used to fund a portion of the cash consideration for the Cavium Acquisition, to repay certain of Caviums debt and to pay fees and expenses related to the
Cavium Acquisition.
A copy of the Underwriting Agreement, the Base Indenture and the First Supplemental Indenture (including the form
of notes attached thereto) is attached hereto as Exhibits 1.1, 4.1 and 4.2, respectively, and are incorporated herein by reference. The foregoing description of the notes, the Underwriting Agreement, the Base Indenture and the First Supplemental
Indenture is qualified in its entirety by reference to the full text of the Underwriting Agreement, the Base Indenture and the First Supplemental Indenture (including the form of notes attached thereto).