01—Abstract
Summary
Summary of the 8-K filed May 20, 2026. Cited figures are marked; the original filing is the authoritative source.
On May 20, 2026, Skyworks Solutions, Inc. (Nasdaq: SWKS) filed an 8-K reporting that it has commenced exchange offers and consent solicitations for Qorvo, Inc.'s outstanding notes in connection with the anticipated merger of Qorvo into a Skyworks subsidiary (the "Mergers").
The Exchange Offers cover up to $850 milliona of Qorvo's 4.375% Senior Notes due 2029 and up to $700 million of its 3.375% Senior Notes due 2031, which would be exchanged for new Skyworks notes with the same interest rates, interest payment dates and maturity dates. Holders who tender by the June 11, 2026 Early Participation Date receive a $50.00 principal amount early participation premium, plus a consent payment of $2.50 to $5.00 in cash per $1,000 principal amount, on top of $950 principal amount of new Skyworks notes per $1,000 of Qorvo notes. The offers expire September 1, 2026, unless extended.
The Consent Solicitations seek to eliminate substantially all restrictive covenants, certain affirmative covenants and certain events of default in the Qorvo indentures. The new Skyworks notes would carry investment-grade style redemption terms. The Exchange Offers and Consent Solicitations are conditioned on the Mergers closing, which Skyworks cannot waive, and on the registration statement being declared effective.
Closing of the Mergers is not conditioned on the results of the Exchange Offers. The filing incorporates a press release as Exhibit 99.1 and a Form S-4 registration statement, and it flags that the transaction faces regulatory approvals and integration risks.
02—Key points
Key Highlights
- Skyworks commenced exchange offers for up to $850 million of Qorvo's 4.375% Senior Notes due 2029 and up to $700 million of Qorvo's 3.375% Senior Notes due 2031.
- Early participation by June 11, 2026 yields a $50.00 principal amount premium per $1,000 tendered, plus a $2.50 to $5.00 cash consent payment; the base exchange consideration is $950 principal amount of new Skyworks notes per $1,000.
- Exchange offers expire at 5:00 p.m. New York City time on September 1, 2026, unless extended.
- The new Skyworks notes keep the same interest rates, payment dates and maturities as the Qorvo notes they replace, but adopt investment-grade style redemption schedules with a three-month par call and make-whole.
- Consent solicitations would eliminate substantially all restrictive covenants, certain affirmative covenants and certain events of default in the Qorvo indentures.
- The offers are conditioned on the Mergers closing (which cannot be waived) and on SEC effectiveness of the Form S-4; the Mergers' closing does not depend on the offer results.
- Global Bondholder Services Corporation is the exchange agent and information agent, and Goldman Sachs & Co. LLC is the dealer manager.
03—Questions
Frequently Asked Questions
What is Skyworks offering to Qorvo noteholders?
Skyworks is offering to exchange any and all of Qorvo's 2029 and 2031 senior notes for new Skyworks senior notes. Holders receive $950 principal amount of new Skyworks notes per $1,000 tendered, plus a $50.00 early participation premium if they tender by June 11, 2026, and a cash consent payment of $2.50 to $5.00 per $1,000.
What happens if the Mergers do not close?
The filing states that the Exchange Offers and Consent Solicitations are conditioned on the closing of the Mergers, which Skyworks may not waive. Settlement is expected no earlier than the second business day after the Mergers close, so the exchanges would not proceed without the Mergers.
What are the deadlines for holders?
Holders must tender by 5:00 p.m. New York City time on June 11, 2026 (the Early Participation Date) to receive the early participation premium. Consents cannot be revoked after the earlier of that date and the execution of the supplemental indentures. The Exchange Offers expire on September 1, 2026, unless extended.
Are the Exchange Offers dependent on each other?
No. The filing states that neither Exchange Offer is conditioned on the other, and the offer for each series is not conditioned on the other series. Skyworks may modify, terminate or extend each offer separately.
How can investors get more information?
Investors can review the Form S-4 registration statement and proxy statement/prospectus filed with the SEC, which contain the full terms. Global Bondholder Services Corporation can provide copies at (855) 654-2015 (U.S. toll-free) or (212) 430-3774 (banks and brokers), and questions can go to Goldman Sachs & Co. LLC, the dealer manager.
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