Summary
Marvell Technology, Inc. (MTI) has completed its acquisition of Inphi Corporation through a merger that became effective on April 20, 2021. This 8-K filing details the exchange agreements entered into by MTI and Inphi with a limited number of holders of Inphi's convertible notes. These exchanges involve approximately $9.6 million of 0.75% Convertible Senior Notes due 2021 and $199.5 million of 0.75% Convertible Senior Notes due 2025 being exchanged for newly issued shares of Marvell common stock. No cash proceeds were received by the companies in these exchanges. The filing also outlines modifications to the conversion rights of the Inphi convertible notes post-merger. The 2021 Notes will now convert into 2.323 shares of MTI common stock and $66.00 in cash per $1,000 principal amount. Similarly, the 2025 Notes will convert into 2.323 shares of MTI common stock and $66.00 in cash per $1,000 principal amount. MTI has also unconditionally guaranteed Inphi's obligations under these notes.
Key Highlights
- 1Marvell Technology (MTI) has finalized its acquisition of Inphi Corporation, with mergers becoming effective on April 20, 2021.
- 2Inphi's convertible noteholders (2021 and 2025 notes) have agreed to exchange approximately $209.1 million in aggregate principal amount for newly issued Marvell common stock.
- 3The exchanges involve the issuance of Marvell common stock and do not generate any cash proceeds for the companies.
- 4Conversion terms for Inphi's 2021 and 2025 notes have been amended post-merger, changing to a right to convert into 2.323 shares of MTI common stock and $66.00 cash per $1,000 principal amount.
- 5Marvell Technology (MTI) has provided an unconditional guarantee for Inphi's obligations related to these convertible notes.
- 6Potential market impact from hedging activities by noteholders and capped call counterparties is noted, which could affect Marvell's stock price.