Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Exchange Offers and Consent Solicitations
On
October 7, 2026 (the “Settlement Date”), Skyworks Solutions, Inc. (the “Company”) completed its previously announced
offers to holders (1) to exchange (the “Exchange Offers”) (i) any and all outstanding 4.375% Senior Notes due 2029
(the “2029 Qorvo Notes”) issued by Qorvo, Inc. (“Qorvo”) for up to $850,000,000 aggregate principal amount of
new 4.375% Senior Notes due 2029 (the “New 2029 Skyworks Notes”) issued by the Company and (ii) any and all outstanding 3.375%
Senior Notes due 2031 (the “2031 Qorvo Notes” and, together with the 2029 Qorvo Notes, the “Qorvo Notes”) issued
by Qorvo for up to $700,000,000 aggregate principal amount of new 3.375% Senior Notes due 2031 (the “New 2031 Skyworks Notes”
and, together with the New 2029 Skyworks Notes, the “New Skyworks Notes”) issued by the Company and (2) to pay cash for the
related consent solicitations (the “Consent Solicitations”) to adopt certain proposed amendments (the “Proposed Amendments”)
to each indenture governing the applicable series of Qorvo Notes (each, a “Qorvo Indenture” and, together, the “Qorvo
Indentures”). The Exchange Offers and Consent Solicitations were made pursuant to the terms and subject to the conditions set forth
in Skyworks’ registration statement on Form S-4, which was declared effective on May 29, 2026, and the related final prospectus
filed with the U.S. Securities and Exchange Commission on May 29, 2026 (as it may be amended or supplemented from time to time, the “Prospectus”).
Pursuant to the Exchange Offers
and Consent Solicitations, the aggregate principal amount of Qorvo Notes set forth in the table below were validly tendered and subsequently
accepted. Such accepted Qorvo Notes will be retired and canceled and will not be reissued. Following such cancellation, the aggregate
principal amount of the Qorvo Notes set forth in the table below will remain outstanding. The Exchange Offers, as extended, expired at
5:00 p.m. New York City time on October 5, 2026 and are no longer open to participation by any holders of the Qorvo Notes.
Title of Series of Qorvo Notes Aggregate Aggregate
Principal Amount Principal Amount
Tendered and Outstanding
Accepted Following Settlement
──────────────────────────────────────────────────────────────────────────────────────────
4.375% Senior Notes due 2029 $779,384,000 $70,616,000
Registered: 74736KAH4 / US74736KAH41
144A: 74736KAG6 / US74736KAG67
Regulation S: U7471QAF1 / USU7471QAF10
3.375% Senior Notes due 2031 $647,096,000 $52,904,000
144A: 74736KAJ0 / US74736KAJ07
Regulation S: U7471QAJ3 / USU7471QAJ32
Prior to the Settlement Date
of the Exchange Offers and Consent Solicitations, and upon receipt of the requisite consents to adopt the Proposed Amendments with respect
to each series of Qorvo Notes, Qorvo entered into two supplemental indentures with the trustee for the Qorvo Notes and the subsidiary
guarantors party thereto - one for each series of Qorvo Notes (the “Supplemental Indentures”). The Proposed Amendments
became effective upon the execution of each Supplemental Indenture. However, depending on the specific amendment, the Proposed Amendments
became operative (i) immediately upon the Settlement Date or (ii) immediately prior to the closing of transactions pursuant to which Qorvo
merged with and into a subsidiary of Skyworks, with such subsidiary continuing as the surviving entity and a wholly-owned subsidiary of
Skyworks.
In connection with the settlement
of the Exchange Offers and Consent Solicitations, on October 7, 2026, the Company issued (i) $778,096,000 aggregate principal amount of
New 2029 Skyworks Notes and (ii) $646,805,000 aggregate principal amount of New 2031 Skyworks Notes. The New Skyworks Notes are governed
by an indenture, dated as of August 10, 2026 (the “Base Indenture”), by and between the Company and U.S. Bank Trust Company,
National Association (the “Trustee”), as supplemented by (i) the Fourth Supplemental Indenture with respect to the New 2029
Skyworks Notes, dated as of October 7, 2026 (the “Fourth Supplemental Indenture”), by and between the Company and the Trustee
and (ii) the Fifth Supplemental Indenture with respect to the New 2031 Skyworks Notes (the “Fifth Supplemental Indenture”),
dated as of October 7, 2026, by and between the Company and the Trustee. The New Skyworks Notes are senior unsecured obligations of the
Company. The New Skyworks Notes are effectively subordinated to the Company’s secured debt, to the extent of the value of the assets
securing that debt. The New Skyworks 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 New 2029 Skyworks Notes will bear interest at a rate of 4.375%
per annum and will mature on October 15, 2029. The New 2031 Skyworks Notes will bear interest at a rate of 3.375% per annum and will mature
on April 1, 2031.
The foregoing summary of the
New Skyworks Notes does not purport to be complete and is qualified in its entirety by reference to the full text of (i) the Base Indenture,
which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 10, 2026, (ii) the Fourth Supplemental
Indenture attached as Exhibit 4.1 hereto, (ii) the form of the New 2029 Skyworks Notes attached as Exhibit 4.2 hereto, (iii) the Fifth
Supplemental Indenture attached as Exhibit 4.3 hereto and (iv) the form of the New 2031 Skyworks Notes attached as Exhibit 4.4 hereto,
the terms of which are in each case incorporated herein by reference.