Marvell announces early results of exchange, consent solicitations

Chicago, April 19 – Marvell Technology, Inc. announced the early results of its exchange offers and consent solicitations for two series of notes on Monday, according to a press release.

The company has received consents from holders representing in excess of a majority of the principal amount outstanding for the two series of notes, the $500 million outstanding of 4.2% senior notes due 2023 (Cusip: 57385LAA6) and the $500 million outstanding of 4.875% senior notes due 2028 (Cusip: 57385LAB4).

Accordingly, Marvell has executed a supplemental indenture which will become operative around May 4.

In connection with the upcoming acquisition of Inphi Corp., the company was seeking consents to amend each series of notes.

The notes will eliminate substantially all of the restrictive covenants in the indenture, eliminate any restrictions on Marvell from merging into any other person or conveying, transferring or leasing all or any of its properties and assets to any person and eliminate certain of the events that may lead to an “event of default.”

Noteholders will receive a consent payment of $1.00 in cash.

The related exchange offer is for all of the notes in two series to be exchanged for notes issued by Marvell Technology, Inc. Previously the notes listed Marvell Technology Group Ltd. as issuer. The tenor and the coupon on the notes would not change.

The issuer is offering to exchange $1,000 of old notes for $970 of new notes. However, there would be an early participation premium of $30 of new notes.

The company has received, as of the early deadline, tenders for $432,365,000 of the $500 million outstanding of the 4.2% notes, or 86.47%.

Tenders for $476,687,000, or 95.34%, of the $500 million outstanding of the 4.875% notes have been received.

Each exchange offer and consent solicitation is conditioned upon the completion of the other exchange offer and consent solicitation, although that condition can be waived at any point.

The consent and exchange offers were launched on April 5.

The early participation deadline and the withdrawal deadline were 5 p.m. ET on April 16.

The exchange offer and consent solicitation will expire at 11:59 p.m. ET on April 30.

D.F. King & Co., Inc. is the exchange agent and information agent (866 796-6867, 212 269-5550, marvell@dfking.com).

Marvell is a Hamilton, Bermuda-based provider of storage, networking and connectivity solutions.

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