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NASDAQ: QRVO Qorvo, Inc. 8-K

Qorvo bondholders approve covenant removal on $1.55B notes ahead of Skyworks merger

Filed June 12, 2026 · Period ending June 11, 2026 · ~1 min read

4 key changes 3 high relevance 1 section

Key Changes

  • high

    Holders of Qorvo's 4.375% 2029 notes (up to $850M) and 3.375% 2031 notes (up to $700M) approved amendments eliminating substantially all restrictive covenants, certain affirmative covenants, and certain events of default.

    Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
  • high

    Covenant stripping becomes operative immediately before the Skyworks merger closes or upon settlement of related exchange offers; amendments cease if the merger does not close.

    Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
  • high

    Skyworks is offering to exchange up to $850M of Qorvo's 2029 notes and up to $700M of 2031 notes for new Skyworks notes with identical coupons and maturities.

    Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
  • medium

    Qorvo executed supplemental indentures on June 11, 2026, formalizing the approved amendments to both note series.

    Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →

Summary

Qorvo's bondholders have approved amendments that strip substantially all restrictive covenants from $1.55 billion in senior notes, clearing a path for the company's pending merger with Skyworks. The covenant removal affects two note series: up to $850 million of 4.375% notes due 2029 and up to $700 million of 3.375% notes due 2031.

These amendments eliminate most protective provisions that typically constrain a borrower's financial flexibility, including restrictions on debt incurrence, asset sales, and certain events of default. The covenant stripping is tied directly to the Skyworks merger. The amendments become operative either immediately before the merger closes or when Skyworks' concurrent exchange offers settle—whichever comes first.

If the merger fails to close, the amendments cease and the original covenants remain in force. Skyworks is offering to exchange the Qorvo notes for new Skyworks paper with identical terms, allowing noteholders to become Skyworks creditors before the merger completes. For Qorvo equity holders, the bondholder approval removes a potential obstacle to the merger and signals creditor support for the transaction, though the covenant removal itself primarily benefits the combined entity's post-merger financial flexibility rather than current Qorvo shareholders.

Section-by-Section Diff

Event · Item 1.01 — Entry into a Material Definitive Agreement

~1,000 words

Qorvo bondholders approved amendments stripping covenants from $1.55B senior notes ahead of Skyworks merger.

1 Added
Added Supplemental indentures executed high

Added in current filing · verify on EDGAR →

On June 11, 2026, the Company entered into a third supplemental indenture to the 2029 Indenture, dated as of June 11, 2026 (the “2029 Third Supplemental Indenture”), by and among the Company, the 2029 Guarantors and the Trustee, giving effect to the 2029 Proposed Amendments. On June 11, 2026, the Company entered into a first supplemental indenture to the 2031 Indenture, dated as of June 11, 2026 (the “2031 Supplemental Indenture” and, together with the 2029 Third Supplemental Indenture, the “Supplemental Indentures”), by and among the Company, the 2031 Guarantors and the Trustee, giving effect to the 2031 Proposed Amendments.

Qorvo executed supplemental indentures on June 11, 2026, formalizing the approved amendments to both note series. While these indentures are effective and binding, the actual covenant stripping will not become operative until immediately before the Skyworks merger closes or upon settlement of the related exchange offers.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 7, 2026 · How we verify