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Get filing alertsSkyworks secures 89–93% early participation in Qorvo debt exchange, clearing covenant amendments
Filed June 12, 2026 · Period ending June 11, 2026 · ~1 min read
Key Changes
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high
Qorvo noteholders tendered $760.1M of $850M 2029 notes (89.4%) and $651.3M of $700M 2031 notes (93.1%) by the early deadline, securing requisite consents to eliminate substantially all restrictive covenants.
Exhibit 99.1 view on EDGAR → -
high
Covenant amendments became operative June 11, removing most restrictive covenants, certain affirmative covenants, and certain events of default; amendments cease if the merger does not close.
Exhibit 99.1 view on EDGAR → -
medium
Early participants receive $1,000 principal of new Skyworks notes per $1,000 Qorvo notes tendered ($950 base plus $50 premium); late participants receive only $950 if tendering before September 1 expiration.
Exhibit 99.1 view on EDGAR → -
medium
Consent payments of approximately $2.80 per $1,000 principal (2029 notes) and $2.69 per $1,000 principal (2031 notes) will be paid to early participants.
Exhibit 99.1 view on EDGAR → -
medium
Exchange offers remain open until September 1, 2026; settlement expected no earlier than two business days after the Skyworks-Qorvo merger closes.
Exhibit 99.1 view on EDGAR →
Summary
As of the June 11 early deadline, holders of Qorvo's 4.375% 2029 notes tendered 89.4% of the $850 million outstanding, and holders of the 3.375% 2031 notes tendered 93.1% of the $700 million outstanding.
These participation levels exceeded the thresholds needed to amend the indentures governing both series, and Qorvo executed supplemental indentures on June 11 to eliminate substantially all restrictive covenants, certain affirmative covenants, and certain events of default.
For Skyworks shareholders, the high participation rates reduce integration friction by allowing the combined company greater operational flexibility once the merger closes. Early participants receive par-for-par exchange ($1,000 principal of new Skyworks notes for each $1,000 of Qorvo notes), while late participants tendering before the September 1 expiration receive only $950 principal. The covenant amendments become operative immediately before the merger closes or upon settlement of the exchange, and will lapse if the merger does not consummate. The exchange offers remain open through September 1, with settlement expected shortly after the merger closes.
Section-by-Section Diff
Event · Exhibit 99.1
Added in current filing · view on EDGAR → · paraphrased
as of 5:00 p.m., New York City time, on June 11, 2026 (the "Early Participation Date" and the "Consent Revocation Deadline"), according to Global Bondholder Services Corporation, the information agent for the Exchange Offers and Consent Solicitations, the following respective principal amounts of each series of Qorvo Notes have been validly tendered and not validly withdrawn (and consents thereby validly given and not validly revoked): ... 4.375% Senior Notes due 2029 ... Principal Amount Outstanding $850,000,000 ... Principal Amount $760,095,000 ... Percentage 89.42% ... 3.375% Senior Notes due 2031 ... Principal Amount Outstanding $700,000,000 ... Principal Amount $651,334,000 ... Percentage 93.05%
Skyworks disclosed that as of the early participation deadline, holders of Qorvo's 2029 notes tendered $760.1 million of $850 million outstanding (89.42%) and holders of the 2031 notes tendered $651.3 million of $700 million outstanding (93.05%). These exchange offers are part of Skyworks' pending acquisition of Qorvo, allowing Qorvo noteholders to exchange their debt for new Skyworks notes with identical coupons and maturities.
Added in current filing · view on EDGAR →
As of the Consent Revocation Deadline, Skyworks, on behalf of Qorvo, has received the requisite consents to adopt the Proposed Amendments to each series of Qorvo Notes. On June 11, 2026, Qorvo entered into two supplemental indentures, one with respect to each series of Qorvo Notes, with the subsidiary guarantors party thereto and the trustee for the Qorvo Notes (the “Supplemental Indentures”) to effect the Proposed Amendments, which, among other changes, eliminate substantially all of the restrictive covenants, certain affirmative covenants and certain events of default.
Skyworks obtained sufficient consents from Qorvo noteholders to amend the indentures governing both series of notes. The amendments eliminate substantially all restrictive covenants, certain affirmative covenants, and certain events of default. These amendments become operative immediately prior to the merger closing or upon settlement of the exchange offers, and will cease to be operative if the merger is not consummated.
Event · Item 8.01 — Other Events
Skyworks announced early participation results for its exchange offers and consent solicitations for Qorvo's 2029 and 2031 senior notes.
Added in current filing · verify on EDGAR →
On June 11, 2026, Skyworks issued a press release (the “Press Release”) announcing the results of early participation in the Exchange Offers and Consent Solicitations (as defined in the Press Release).
Skyworks disclosed early participation results for its offers to exchange Qorvo's outstanding 4.375% Senior Notes due 2029 and 3.375% Senior Notes due 2031, along with related consent solicitations for amendments to the governing indentures. These exchange offers and consent solicitations are part of Skyworks' pending merger with Qorvo, previously announced in the May 20, 2026 8-K. The specific participation levels are detailed in the attached press release (Exhibit 99.1). Note: these figures were previously disclosed in the company's May 20, 2026 8-K.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify