8-KMaterial AgreementsFinancial EventsOther Events+1

Marvell Technology, Inc. 8-K Report, Material Agreement (May 4, 2021)

Filed May 4, 2021For Securities:MRVL

Summary

Marvell Technology, Inc. (MTI) announced the successful completion of its private exchange offers for its outstanding Senior Notes. The company issued new 4.200% Senior Notes due 2023 and 4.875% Senior Notes due 2028, totaling approximately $913 million in aggregate principal amount. These new notes are part of a larger $1.0 billion offering and were issued under a Second Supplemental Indenture, replacing existing Marvell debt. The interest rates and maturity dates for the new notes are clearly defined, with semi-annual interest payments commencing June 22, 2021. This refinancing initiative allows Marvell to extend its debt maturity profile and manage its capital structure more effectively. The company has the option to redeem these notes under specific terms, including a 'Par Call' provision before certain dates, after which redemption is at par value plus accrued interest. The filing also includes a press release detailing the final results of the exchange offers and consent solicitations, emphasizing the company's ongoing efforts to optimize its financial obligations.

Key Highlights

  • 1Marvell Technology, Inc. completed private exchange offers for its Senior Notes due 2023 and 2028.
  • 2Issued approximately $913 million in aggregate principal amount of new 4.200% Senior Notes due 2023 and 4.875% Senior Notes due 2028.
  • 3The new notes are governed by a Second Supplemental Indenture, replacing previous Marvell debt.
  • 4Interest on the new notes accrues from December 22, 2020, with semi-annual payments starting June 22, 2021.
  • 5The 2023 Notes mature on June 22, 2023, and the 2028 Notes mature on June 22, 2028.
  • 6MTI has the option to redeem the notes, with specific call provisions outlined, including 'Par Call' dates.
  • 7The company issued a press release on May 3, 2021, announcing the final results of the exchange offers and consent solicitations.

Frequently Asked Questions

The primary purpose of the exchange offers was for Marvell Technology, Inc. (MTI) to repurchase its existing senior notes and issue new senior notes. This allows the company to manage its debt maturity profile, potentially reduce borrowing costs, and optimize its capital structure by replacing older debt with newer instruments.

Marvell Technology, Inc. issued approximately $913 million in aggregate principal amount of new debt. This consists of $433,817,000 in 4.200% Senior Notes due 2023 and $479,394,000 in 4.875% Senior Notes due 2028. Interest payments are semi-annual, starting June 22, 2021.

Marvell Technology, Inc. can redeem the notes at its option. Before specific 'Par Call' dates (May 22, 2023 for 2023 Notes, March 22, 2028 for 2028 Notes), redemption is at the greater of 100% of the principal or the present value of future payments plus a premium. On or after the Par Call Dates, redemption is at 100% of the principal amount.

While this filing focuses on the debt issuance itself, the report incorporates cautionary statements regarding forward-looking statements. Investors should consider general risks related to the integration of businesses (like Marvell and Inphi), potential adverse reactions to business relationships, third-party contract impacts, economic conditions, supply chain disruptions, regulatory changes, and other factors detailed in Marvell's SEC filings, particularly its Risk Factors sections.