数据基础设施半导体解决方案先进企业 Marvell Technology, Inc. Announces Final Results of Exchange Offers for Marvell Technology Group Ltd. Notes
SANTA CLARA, Calif., May 3, 2021 /PRNewswire/ -- Marvell Technology, Inc. (“MTI”) announced today the expiration and final results of its (i) offers to exchange (the “Exchange Offers”) any and all outstanding 4.200% Senior Notes due 2023 and 4.875% Senior Notes due 2028 (together, the “Marvell Notes”) issued by Marvell Technology Group Ltd. (“Marvell”) for up to an aggregate principal amount of $1.0 billion of new 4.200% Senior Notes due 2023 (the “2023 MTI Notes”) and 4.875% Senior Notes due 2028 (the “2028 MTI Notes” and, together with the 2023 MTI Notes, the “MTI Notes”) issued by MTI and (ii) related solicitations of consents (the “Consent Solicitations”).
The Exchange Offers and Consent Solicitations expired at 11:59 p.m., New York City time, on April 30, 2021 (the “Expiration Date”). As of the Expiration Date, $913,344,000 in aggregate principal amount of Marvell Notes as set forth in the table below had been validly tendered and not validly withdrawn in the Exchange Offers and Consent Solicitations.
Series of Marvell Notes |
|
CUSIP/ISIN |
|
Aggregate Principal Amount Outstanding at Commencement |
|
Amount Tendered as of the Expiration Date |
|
Percentage |
4.200% Senior Notes due 2023 |
|
57385L AA6 / US57385LAA61 |
|
$500,000,000 |
|
$433,865,000 |
|
86.77% |
4.875% Senior Notes due 2028 |
|
57385L AB4 / US57385LAB45 |
|
$500,000,000 |
|
$479,479,000 |
|
95.90% |
MTI has accepted for exchange all tendered Marvell Notes in the Exchange Offers. Upon settlement of the Exchange Offers, MTI expects to issue $433,817,000 in aggregate principal amount of 2023 MTI Notes and $479,394,000 in aggregate principal amount of 2028 MTI Notes. In addition, for each $1,000 principal amount of Marvell Notes validly tendered (and not validly withdrawn) at or prior to the Expiration Date, eligible holders of Marvell Notes will receive a consent payment of $1.00 in cash. The settlement date for the Exchange Offers and Consent Solicitations is expected to be May 4, 2021.
The terms of the MTI Notes to be issued in the Exchange Offers are substantially identical to the terms of the corresponding series of Marvell Notes, except that the MTI Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and therefore may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. MTI has agreed to enter into a registration rights agreement with respect to the MTI Notes under certain circumstances.
The Exchange Offers and Consent Solicitations were made pursuant to the terms and subject to the conditions set forth in the confidential offering memorandum, dated April 5, 2021. The Exchange Offers were extended only to eligible holders of Marvell Notes who properly completed and returned an eligibility certification confirming that they are either a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or not a “U.S. person” and outside the United States under Regulation S under the Securities Act for purposes of applicable securities laws.
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security.
关于前瞻性声明的警示说明
本新闻稿包含若干前瞻性声明。 这些前瞻性声明通常用“相信”、“预计”、“期望”、“预期”、“估计”、“打算”、“策略”、“未来”、“机会”、“计划”、“可能”、“应该”、“会”、“将”、“将会”、“将继续”、“可能会导致”以及类似的表达方式。 前瞻性声明是基于当前预期和假设对未来事件的预测、预估和其他声明，因此会受到风险和不确定性的影响。 许多因素有可能导致实际发生的未来事件与本新闻稿中的前瞻性声明存在重大出入，包括但不限于： MTI 未能实现本次交易的预期收益，原因包括 MTI 整合 Marvell 和 Inphi 业务的能力欠缺或者与这种整合有关的未预期成本、负债或延误；MTI 留用或雇用关键员工的能力；本次交易完成对业务关系产生的潜在不良后果或变更；与第三方合同相关的风险，包括可能由本次交易诱发的知情同意和/或其他条款；公共卫生危机的影响，例如流行性疾病（包括冠状病毒 (COVID-19)），以及为保护个人健康和安全而采取的任何相关的公司或政府的政策和措施、或者为维护全国或全球经济和市场正常运行而采取的政府政策和措施；影响 MTI 业务的立法、监管和经济变化；经济和市场的一般性变化及情况，包括 MTI 以其客户或供应商的供应链中断；MTI 经营所依据的法律、监管和税务规则发生变化；灾难性事件的不可预测性和严重性，包括但不限于恐怖主义袭击、战争和敌对行为的爆发、以及 MTI 对上述任何风险因素采取的应对措施。 上述内容并未尽数列举风险因素。 您应仔细考虑上述风险因素以及与本次交易和合并后公司有关的其他风险，这些风险在联合股东委托书/招股说明书中的“风险因素”部分均有描述， Securities and Exchange Commission (“SEC”) in connection with the transaction, and risks and uncertainties that affect Inphi’s business as described in the “Risk Factors” section of Marvell’s most recent Annual Report on Form 10-K and other documents filed by MTI, Marvell or Inphi from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. 前瞻性声明仅在发表当日有效。 谨提醒读者不要过分依赖前瞻性声明，Marvell 不承担任何责任义务，也不会因新消息、未来事件或其他原因而更新或修改这些前瞻性声明。 Marvell 不提供任何将达成预期成果的担保。
媒体联系方式：
MTI 投资者关系部：
Ashish Saran
408-222-0777
ir@Marvell.com
