Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Senior Notes
On August 10, 2026, Skyworks Solutions, Inc., a
Delaware corporation (the “Company”), issued $800,000,000 5.000% Senior Notes due 2028 (the “2028 Notes”), $600,000,000
5.750% Senior Notes due 2032 (the “2032 Notes”) and $600,000,000 6.250% Senior Notes due 2036 (the “2036 Notes” and,
collectively with the 2028 Notes and the 2032 Notes, the “Notes”), pursuant to the Company’s registration statement
on Form S-3ASR (File No. 333-297918) filed with the Securities and Exchange Commission (the “SEC”) on August 3, 2026. The
Company intends to use the net proceeds received from the sale of the Notes, together with its existing cash and cash equivalents, to
finance the cash consideration of approximately $3.00 billion for the Mergers (as defined below). In the event the consummation of the
Mergers does not occur, the Company intends to use the net proceeds from the 2032 Notes for general corporate purposes.
The terms of the Notes are governed by an Indenture,
dated as of August 10, 2026 (the “Base Indenture”), as supplemented by a First Supplemental Indenture with respect to the
2028 Notes, a Second Supplemental Indenture with respect to the 2032 Notes and a Third Supplemental Indenture with respect to the 2036
Notes, each dated as of August 10, 2026 (collectively, the “Supplemental Indentures” and, collectively with the Base Indenture,
the “Indenture”), in each case by and between the Company and U.S. Bank Trust Company, National Association, as trustee. The
Indenture contains customary covenants that, among other things, limit the ability of the Company, with certain exceptions, to incur debt
secured by liens, engage in sale and leaseback transactions and enter into certain consolidations, mergers and transfers of all or substantially
all of the assets of the Company and its subsidiaries, taken as a whole.
The Company may redeem all or a portion of the
Notes of any series at any time and from time to time prior to maturity, in whole or in part, for cash at the applicable redemption prices
set forth in the applicable Supplemental Indenture. If the Company undergoes a change of control repurchase event, as defined in the Indenture,
with respect to a series of Notes, holders may require the Company to repurchase the Notes of such series in whole or in part for cash
at a price equal to 101% of the principal amount of the Notes to be purchased, plus any accrued and unpaid interest to, but not including,
the repurchase date.
In addition, if (i) the consummation of the acquisition
(the “Mergers”) of Qorvo, Inc., a Delaware corporation (“Qorvo”), pursuant to the Agreement and Plan of Merger,
dated as of October 27, 2025, as amended, supplemented, amended and restated, restated or otherwise modified from time to time (the “Merger
Agreement”), by and among the Company, Comet Acquisition Corp., a Delaware corporation, Comet Acquisition II, LLC, a Delaware limited
liability company, and Qorvo does not occur on or before 11:59 p.m. Pacific Time on November 3, 2027, (ii) the Company notifies the trustee
and the holders of the 2028 Notes and the 2036 Notes that it will not pursue the consummation of the Mergers, or (iii) the Merger Agreement
has been terminated without the consummation of the Mergers, the 2028 Notes and the 2036 Notes will be subject to a special mandatory
redemption upon the terms and at the redemption price set forth in the Supplemental Indenture governing such series of Notes. The 2032
Notes will not be subject to any special mandatory redemption if the Mergers are not completed.
The Indenture contains customary events of default,
including failure to make required payments of principal and interest, certain events of bankruptcy and insolvency and default in the
performance or breach of any covenant or warranty contained in the Indenture or the Notes.
The 2028 Notes will bear interest from and including
August 10, 2026 at the rate of 5.000% per annum, the 2032 Notes will bear interest from and including August 10, 2026 at the rate of
5.750% per annum and the 2036 Notes will bear interest from and including August 10, 2026 at the rate of 6.250% per annum.
The Notes are the Company’s senior unsecured
obligations and are equal in right of payment with its other senior unsecured debt. The Notes are effectively subordinated to the Company’s
secured debt, to the extent of the value of the assets securing that debt. The Notes are not obligations of any of the Company’s
subsidiaries and, accordingly, are structurally subordinated to all obligations of the Company’s subsidiaries.
The above summaries of the Base Indenture, the
First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Notes do not purport to be complete
discussions of those agreements or related documents and are qualified in their entirety by reference to the full text of those agreements,
copies of which are filed herewith as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6 and 4.7, respectively, and incorporated herein by reference.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
On August 4, 2026, the Company entered into an
Underwriting Agreement, dated August 4, 2026 (the “Underwriting Agreement”), by and among the Company and Goldman Sachs &
Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters
named therein, with respect to the sale of the Notes.
The above summary of the Underwriting Agreement
does not purport to be a complete discussion of that agreement or related documents and is qualified in its entirety by reference to the
full text of that agreement, a copy of which is filed herewith as Exhibit 1.1 and incorporated herein by reference.
Safe Harbor Statement
This report contains forward-looking statements,
including statements about the intended use of proceeds of the Notes and about the Mergers, within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
are subject to the “safe harbor” created by those sections. Any statements that are not statements of historical fact should
be considered to be forward-looking statements. Words such as “anticipates”, “believes”, “continue”,
“could”, “estimates”, “expects”, “forecasts”, “intends”, “may”,
“plans”, “potential”, “predicts”, “projects”, “seek”, “should”,
“targets”, “will”, “would”, and similar expressions or variations or negatives of such words are intended
to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this report. Although
forward-looking statements in this report reflect the good faith judgment of the Company’s management as of the date the statement
is first made, such statements can only be based on facts and factors then known and understood by the Company. Consequently, forward-looking
statements involve inherent risks and uncertainties, and actual results and outcomes may differ materially and adversely from the results
and outcomes discussed in or anticipated by the forward-looking statements. A number of important factors could cause actual results to
differ materially and adversely from those in the forward-looking statements. You should consider the risks and uncertainties discussed
in the Company’s Annual Report on Form 10-K for the year ended October 3, 2025, under the heading “Risk Factors” and
in the other documents filed by the Company with the SEC in evaluating the Company’s forward-looking statements. The Company has
no plans, and undertakes no obligation, to revise or update its forward-looking statements to reflect any event or circumstance that may
arise after the date of this report. The Company cautions readers not to place undue reliance upon any such forward-looking statements,
which speak only as of the date made.
Important Information About the Mergers and Where to Find It
In connection with the Mergers, the Company has
filed with the SEC a registration statement on Form S-4, which includes a proxy statement of Qorvo that also constitutes a prospectus
for the shares of Company common stock to be offered in the Mergers (collectively, the “Mergers Registration Statement and Proxy
Statement/Prospectus”). Each of the Company and Qorvo may also file other relevant documents with the SEC regarding the Mergers.
This communication is not a substitute for the proxy statement/prospectus or registration statement or any other document that the Company
or Qorvo may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE MERGERS REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS
AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, QORVO,
THE MERGERS AND RELATED MATTERS. Investors and security holders can obtain free copies of the Mergers Registration Statement and Proxy
Statement/Prospectus and other documents containing important information about the Company, Qorvo and the Mergers filed with the SEC
through the website maintained by the SEC at www.sec.gov. The documents filed by the Company with the SEC also may be obtained free of
charge at the Company’s website at https://www.skyworksinc.com/investors or upon written request to the Company at investor.relations@skyworksinc.com.
The documents filed by Qorvo with the SEC also may be obtained free of charge at Qorvo’s website at https://ir.qorvo.com/ or upon
written request to Qorvo at investor-relations@qorvo.com.
