Document

7628 Thorndike Road, Greensboro, North Carolina 27409-9421

(Address of principal executive offices)

(Zip Code)

(336) 664-1233

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company □

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □

On March 5, 2019, Qorvo, Inc. (the “Company”) completed an offering of an additional $270 million aggregate principal amount of its 5.50% Senior Notes due 2026 (the “Additional Notes”). The Company previously completed the offering of the initial $500 million principal amount of the 5.50% Senior Notes due 2026 on July 16, 2018 and $130 million of the 5.50% Senior Notes due 2026 on August 28, 2018 (together, the “Existing Notes”). The Additional Notes were sold in the United States to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or outside the United States pursuant to Regulation S under the Securities Act.

The Additional Notes were issued pursuant to a second supplemental indenture, dated as of March 5, 2019 (the “Second Supplemental Indenture”), by and among the Company, the Company’s domestic subsidiaries that guarantee the Company’s obligations under its existing credit facility, as guarantors (the “Guarantors”), and MUFG Union Bank, N.A., as trustee (the “Trustee”), further supplementing that certain indenture, dated as of July 16, 2018 (the “Indenture”), by and among the Company, the Guarantors and the Trustee. The Company will use the net proceeds of the offering of the Additional Notes for general corporate purposes.

The Additional Notes are governed by the Indenture, as supplemented by the Second Supplemental Indenture, and have the same interest payment terms and redemption terms as the Existing Notes. The Indenture contains customary events of default, including, among other things, payment default, exchange default, failure to provide certain notices thereunder and certain provisions related to bankruptcy events. The Indenture also contains customary negative covenants.

The Additional Notes have not been registered under the Securities Act, or any state securities laws, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

The description of the Second Supplemental Indenture, the Indenture and the Additional Notes in this Current Report on Form 8-K (this “Report”) is a summary and is qualified in its entirety by reference to the text of (i) the Second Supplemental Indenture, which is filed as Exhibit 4.1 to this Report and (ii) the Indenture, which is filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2018, each of which are incorporated herein by reference.

In connection with the offering of the Additional Notes, the Company entered into a Registration Rights Agreement, dated as of March 5, 2019 (the “Registration Rights Agreement”), with the Guarantors party thereto, on the one hand, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the initial purchasers of the Additional Notes (the “Initial Purchasers”), on the other hand. The Registration Rights Agreement contains terms substantially identical to the registration rights agreement, dated July 16, 2018, between the parties with respect to the Existing Notes; under the Registration Rights Agreement, the Company and the Guarantors have agreed to ca

use the registered exchange offer to exchange the Additional Notes for a new series of the Company’s exchange notes having terms substantially identical in all material respects to, and in the same aggregate principal amount, as the Additional Notes to be consummated no later than the 360th day after July 16, 2018 (or if such 360th day is not a business day, the next succeeding business day).

The description of the Registration Rights Agreement in this Report is a summary and is qualified in its entirety by reference to the complete text of the Registration Rights Agreement, which is filed as Exhibit 4.2 to this Report and incorporated herein by reference.

The Company has various relationships with the Initial Purchasers of the Additional Notes. Certain of the Initial Purchasers and their affiliates have engaged, and may in the future engage, in investment banking, commercial banking and other financial advisory and commercial dealings with the Company and its affiliates. In addition, certain of the Initial Purchasers, or their respective affiliates, have a lending relationship with the Company. These Initial Purchasers, or their respective affiliates, have received, and may in the future receive, customary fees and expenses for those services.

The information required to be disclosed pursuant to this Item 2.03 in connection with the matters described under Item 1.01 of this Report is incorporated herein by reference.

On March 5, 2019, the Company issued a press release announcing that it had closed its previously announced offering of $270 million aggregate principal amount of Additional Notes in a private offering to certain institutions that then resold the Additional Notes (i) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, and (ii) to certain non-U.S. persons in accordance with Regulation S under the Securities Act. A copy of the press release is filed as Exhibit 99.1 to this Report and incorporated herein by reference.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Delaware	001-36801	46-5288992
(State or Other Jurisdiction	(Commission File	(I.R.S. Employer
of Incorporation)	Number)	Identification No.)



Exhibit No.	Description
4.1	Second Supplemental Indenture, dated as of March 5, 2019, among Qorvo, Inc., the Guarantors party thereto and MUFG Union Bank, N.A., as Trustee
4.2	Registration Rights Agreement, dated as of March 5, 2019, by and among Qorvo, Inc., the Guarantors named therein and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several Initial Purchasers named therein
99.1	Press Release dated March 5, 2019



	Qorvo, Inc.

	By:	/s/ Mark J. Murphy
		Mark J. Murphy
		Chief Financial Officer


Item 1.01.	Entry into a Material Definitive Agreement.