01—Abstract
Summary
Summary of the 8-K filed August 10, 2026. Cited figures are marked; the original filing is the authoritative source.
On August 10, 2026, Skyworks Solutions, Inc. issued $800,000,000a of 5.000% Senior Notes due 2028, $600,000,000 of 5.750% Senior Notes due 2032, and $600,000,000 of 6.250% Senior Notes due 2036 under its Form S-3ASR registration statement.
The Company intends to use the net proceeds, together with existing cash and cash equivalents, to finance the approximately $3.00 billionb cash consideration for its proposed acquisition of Qorvo, Inc. If the Mergers are not consummated, the Company intends to use the 2032 Notes proceeds for general corporate purposes. The Notes are senior unsecured obligations, equal in right of payment with the Company's other senior unsecured debt, and effectively subordinated to secured debt to the extent of collateral value. They are not obligations of subsidiaries and are structurally subordinated to all subsidiary obligations.
The Indenture with U.S. Bank Trust Company, National Association, as trustee, includes customary covenants limiting secured debt, sale and leaseback transactions, and certain consolidations or mergers, along with customary events of default. Holders may require repurchase at 101%c of principal upon a change of control repurchase event. The 2028 and 2036 Notes are subject to a special mandatory redemption if the Mergers are not consummated by 11:59 p.m.
Pacific Time on November 3, 2027, if the Company notifies the trustee it will not pursue the Mergers, or if the Merger Agreement is terminated without completion. The 2032 Notes are not subject to this special redemption.
The Underwriting Agreement was dated August 4, 2026, with Goldman Sachs & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC as representatives.
02—Key points
Key Highlights
- Issued $800.0 million 5.000% Senior Notes due 2028, $600.0 million 5.750% Senior Notes due 2032, and $600.0 million 6.250% Senior Notes due 2036, totaling $2.00 billion in principal.
- Proceeds, along with existing cash, are intended to finance the approximately $3.00 billion cash consideration for the proposed Qorvo, Inc. acquisition.
- The 2028 and 2036 Notes carry a special mandatory redemption feature if the Mergers do not close by November 3, 2027 or the Merger Agreement is terminated.
- The 2032 Notes are not subject to special mandatory redemption if the Mergers are not completed; their proceeds would go to general corporate purposes in that case.
- Change of control repurchase right allows holders to require repurchase at 101% of principal plus accrued interest.
- Notes are senior unsecured, structurally subordinated to subsidiary obligations and effectively subordinated to secured debt.
- Indenture covenants limit secured debt, sale and leaseback transactions, and certain consolidations, mergers, and asset transfers.
03—Questions
Frequently Asked Questions
How much debt did Skyworks issue and what are the interest rates?
Skyworks issued $800.0 million of 5.000% Senior Notes due 2028, $600.0 million of 5.750% Senior Notes due 2032, and $600.0 million of 6.250% Senior Notes due 2036, with interest accruing from August 10, 2026.
What is the purpose of the notes offering?
The Company intends to use the net proceeds, together with existing cash and cash equivalents, to finance the approximately $3.00 billion cash consideration for the Mergers with Qorvo, Inc. If the Mergers do not occur, the 2032 Notes proceeds would be used for general corporate purposes.
Under what circumstances must the 2028 and 2036 Notes be redeemed early?
They are subject to a special mandatory redemption if the Mergers are not consummated on or before 11:59 p.m. Pacific Time on November 3, 2027, if the Company notifies the trustee and holders it will not pursue the Mergers, or if the Merger Agreement is terminated without consummation of the Mergers.
Are the notes secured, and how do they rank against other obligations?
The Notes are senior unsecured obligations equal in right of payment with the Company's other senior unsecured debt. They are effectively subordinated to secured debt to the extent of the value of the collateral and structurally subordinated to all obligations of the Company's subsidiaries.
What protections do noteholders have if control of the Company changes?
If a change of control repurchase event occurs as defined in the Indenture, holders may require the Company to repurchase the Notes of the affected series at 101% of principal amount plus accrued and unpaid interest to the repurchase date.
04—Continue