Qorvo Announces Extension of Exchange Offer for 4.375% Senior Notes Due 2029
August 14 2020 - 08:00AM
Qorvo® (Nasdaq: QRVO), a leading provider of innovative RF
solutions that connect the world, today announced that it has
extended its registered exchange offer to exchange any and all of
its outstanding $850,000,000 aggregate principal amount of 4.375%
Senior Notes due 2029, which were previously issued on September
30, 2019, December 20, 2019 and June 11, 2020 pursuant to an
exemption from the registration requirements of the Securities Act
of 1933, as amended (the “Securities Act”), for an equal principal
amount of new notes registered under the Securities Act.
The exchange offer, which had been scheduled to expire at 5:00
p.m., New York City time, on August 13, 2020, will now expire at
5:00 p.m., New York City time, on August 21, 2020, unless further
extended by Qorvo. All other terms, provisions and conditions
of the exchange offer will remain in full force and effect.
As of 5:00 p.m., New York City time, on August 13, 2020,
$847,474,000 aggregate principal amount of the outstanding notes
had been tendered for exchange, representing approximately 99.7% of
the outstanding notes.
The terms of the exchange offer are set forth in a prospectus
dated July 15, 2020 and the related letter of transmittal. Requests
for assistance or for copies of the exchange offer documents,
including the prospectus and the letter of transmittal, should be
directed to the exchange agent, MUFG Union Bank, N.A., at (213)
236-5932 or (213) 236-5929.
This press release is not an offer to buy or sell or the
solicitation of an offer to buy or sell any of the securities
described herein, nor shall there be any offer, solicitation or
sale of such securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. A registration
statement on Form S-4 relating to the exchange offer was declared
effective by the Securities and Exchange Commission on July 10,
2020. The exchange offer is being made only pursuant to the
terms of the exchange offer documents, including the prospectus
dated July 15, 2020 and the related letter of transmittal.
About Qorvo
Qorvo (Nasdaq:QRVO) makes a better world possible by providing
innovative Radio Frequency (RF) solutions at the center of
connectivity. We combine product and technology leadership,
systems-level expertise and global manufacturing scale to quickly
solve our customers’ most complex technical challenges. Qorvo
serves diverse high-growth segments of large global markets,
including advanced wireless devices, wired and wireless networks
and defense radar and communications. We also leverage unique
competitive strengths to advance 5G networks, cloud computing, the
Internet of Things, and other emerging applications that expand the
global framework interconnecting people, places and things. Visit
www.qorvo.com to learn how Qorvo connects the world.
Qorvo is a registered trademark of Qorvo, Inc. in the U.S. and
in other countries. All other trademarks are the property of their
respective owners.
This press release includes “forward-looking statements” within
the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements
include, but are not limited to, statements about our plans,
objectives, representations and contentions, and are not historical
facts and typically are identified by use of terms such as “may,”
“will,” “should,” “could,” “expect,” “plan,” “anticipate,”
“believe,” “estimate,” “predict,” “potential,” “continue” and
similar words, although some forward-looking statements are
expressed differently. You should be aware that the forward-looking
statements included herein represent management’s current judgment
and expectations, but our actual results, events and performance
could differ materially from those expressed or implied by
forward-looking statements. We do not intend to update any of these
forward-looking statements or publicly announce the results of any
revisions to these forward-looking statements, other than as is
required under U.S. federal securities laws. Our business is
subject to numerous risks and uncertainties, including those
relating to fluctuations in our operating results; our substantial
dependence on developing new products and achieving design wins;
our dependence on a few large customers for a substantial portion
of our revenue; a loss of revenue if contracts with the United
States government or defense and aerospace contractors are canceled
or delayed or if defense spending is reduced; the COVID-19
outbreak, which has and will likely continue to negatively impact
the global economy and disrupt normal business activities, and
which may have an adverse effect on our results of operations; our
dependence on third parties; risks related to sales through
distributors; risks associated with the operation of our
manufacturing facilities; business disruptions; poor manufacturing
yields; increased inventory risks and costs due to timing of
customer forecasts; our inability to effectively manage or maintain
evolving relationships with platform providers; risks from
international sales and operations; economic regulation in China;
changes in government trade policies, including imposition of
tariffs and export restrictions; our ability to implement
innovative technologies; underutilization of manufacturing
facilities as a result of industry overcapacity; we may not be able
to borrow funds under our credit facility or secure future
financing; we may not be able to generate sufficient cash to
service all of our debt; restrictions imposed by the agreements
governing our debt; volatility in the price of our common stock;
damage to our reputation or brand; fluctuations in the amount and
frequency of our stock repurchases; our recent and future
acquisitions and other strategic investments could fail to achieve
financial or strategic objectives; our ability to attract, retain
and motivate key employees; our reliance on our intellectual
property portfolio; claims of infringement of third-party
intellectual property rights; security breaches and other similar
disruptions compromising our information; theft, loss or misuse of
personal data by or about our employees, customers or third
parties; warranty claims, product recalls and product liability;
and risks associated with environmental, health and safety
regulations and climate change. Many of the foregoing risks and
uncertainties are, and will continue to be, exacerbated by the
COVID-19 outbreak and any worsening of the global business and
economic environment as a result. These and other risks and
uncertainties, which are described in more detail in Qorvo’s most
recent Annual Report on Form 10-K and in other reports and
statements filed with the Securities and Exchange Commission, could
cause actual results and developments to be materially different
from those expressed or implied by any of these forward-looking
statements.
At Qorvo® |
Doug
DeLieto |
VP, Investor
Relations |
336-678-7968 |
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