SKYWORKS SOLUTIONS, INC. SEC Filings

Skyworks Solutions, Inc. issued three series of senior unsecured notes under its automatic shelf registration: $800,000,000 of 5.000% Senior Notes due 2028, $600,000,000 of 5.750% Senior Notes due 2032, and $600,000,000 of 6.250% Senior Notes due 2036. The notes rank equally with the company’s other senior unsecured debt and are effectively subordinated to secured debt and structurally subordinated to obligations of subsidiaries.

The company intends to use the net proceeds, together with existing cash and cash equivalents, to finance approximately $3.00 billion of cash consideration for the planned mergers with Qorvo, Inc. If the mergers are not completed by November 3, 2027, are abandoned, or the merger agreement is terminated, the 2028 and 2036 notes are subject to a special mandatory redemption on terms in the supplemental indentures; the 2032 notes are not. Upon a change of control repurchase event, holders of any series may require repurchase at 101% of principal plus accrued interest.

Skyworks Solutions, Inc. is conducting a primary debt offering of $2,000,000,000 in senior unsecured notes, consisting of $800,000,000 5.000% notes due 2028, $600,000,000 5.750% notes due 2032, and $600,000,000 6.250% notes due 2036. Interest is paid semi-annually, and the notes mature on August 10, 2028, January 10, 2032, and August 10, 2036, respectively.

The notes rank equally with Skyworks’ existing senior unsecured debt and are structurally subordinated to obligations of its subsidiaries. The 2028 and 2036 notes carry a special mandatory redemption at 101% of principal plus interest if the planned Qorvo mergers are not completed or the merger agreement terminates, while the 2032 notes have no such feature. All series include a change of control repurchase right at 101% upon a qualifying event and related ratings downgrade, and may be optionally redeemed by Skyworks subject to make-whole and par call terms.

Skyworks expects net proceeds of about $1.98 billion, to be used with cash on hand to fund approximately $3.00 billion in cash consideration for its proposed acquisition of Qorvo. If the mergers do not close, it currently plans to use proceeds from the 2032 notes for general corporate purposes.

Skyworks Solutions, Inc. plans a primary offering of three series of senior unsecured notes, with interest paid semi-annually and staggered maturities. The first two series are subject to a special mandatory redemption at 101% of principal plus interest if the planned merger with Qorvo is not completed or the merger agreement is terminated by specified dates, while the third series is not.

The notes rank equally with Skyworks’ existing senior unsecured debt, are effectively subordinated to secured debt and structurally subordinated to obligations of subsidiaries, and are not guaranteed by subsidiaries. Holders of any series receive a 101% change-of-control put upon a defined change of control repurchase event. Net proceeds, together with cash on hand, are intended to finance approximately $3.00 billion of cash consideration for the Qorvo Mergers; if the Mergers do not close, proceeds from one series may be used for general corporate purposes.

Skyworks describes extensive conditions and regulatory approvals required for the Qorvo Mergers, related exchange offers for existing Qorvo notes, and risks including additional leverage, potential inability to redeem notes upon a special mandatory redemption trigger, limited covenants, interest-rate and market risk, and execution and regulatory risks that could delay or prevent closing.

Skyworks Solutions, Inc. has filed an automatic shelf registration statement as a well-known seasoned issuer, allowing it to offer and sell, from time to time, shares of its common stock (par value $0.25 per share) and senior unsecured debt securities in one or more future offerings. Specific terms such as amount, pricing, maturity and interest rates will be set in accompanying prospectus supplements, which will also describe any underwriters, agents or dealers involved.

The company’s authorized capital stock consists of 550 million shares, including 525 million common and 25 million preferred shares, with no preferred currently outstanding. The filing describes anti-takeover provisions in the charter and bylaws, including the ability to issue undesignated preferred stock, limits on stockholder actions, and supermajority voting for certain business combinations. Any debt issued will be senior unsecured, pari passu with other senior unsecured debt, and subject to covenants limiting certain liens and sale-leaseback transactions. Net proceeds from any future issuance will generally be used for general corporate purposes. The document also incorporates by reference Skyworks’ and Qorvo, Inc.’s audited financial statements and notes that forward-looking statements include expectations regarding a proposed combination with Qorvo, Inc.

Skyworks Solutions, Inc. provides an update on its proposed two-step merger with Qorvo, Inc., in which Qorvo will become a wholly owned subsidiary through sequential mergers into Skyworks subsidiaries. The transaction remains subject to various customary closing conditions.

The HSR Act waiting period has expired, and the U.S. Federal Trade Commission allowed a timing agreement that prevented closing before August 1, 2026 to lapse without further action. Skyworks states that the only antitrust reviews still open are with the State Administration for Market Regulation in China and the Korea Fair Trade Commission in South Korea, while foreign investment approvals have been obtained in jurisdictions where filings were made. Skyworks is hopeful the merger will close within the calendar year and is preparing to close as early as within its fiscal year, but cautions there can be no assurance that closing will occur on this timeline.

Skyworks Solutions, Inc. describes progress on its planned acquisition of Qorvo, Inc. under a two-step merger. Each Qorvo share is to be converted into 0.960 Skyworks share plus $32.50 in cash, with Qorvo and Skyworks equityholders expected to own about 37% and 63% of the combined company. Estimated total merger consideration is $8,433 million, including $2,867 million in cash, and preliminary purchase accounting implies about $4,156 million of goodwill. Reciprocal termination fees of $298.7 million apply, with an alternative $100.0 million fee to Qorvo in certain regulatory-failure scenarios.

The companies received an FTC "Second Request" under the Hart-Scott-Rodino Act, extending the antitrust review; stockholders of both firms approved the merger in February 2026, and closing remains subject to antitrust and foreign-investment clearances. Skyworks has also launched exchange offers for up to $850.0 million of Qorvo’s 4.375% 2029 notes and $700.0 million of 3.375% 2031 notes into new Skyworks notes, alongside related consent solicitations to ease covenants.

Qorvo’s latest quarter, included as an exhibit, shows revenue of $784,795 thousand, net income of $85,802 thousand, cash of $1,328,943 thousand and long-term debt of $1,549,138 thousand. Unaudited pro forma figures for the nine months ended July 3 2026 reflect combined revenue of $5,500 million and net income of $168 million, using preliminary fair-value and acquisition-method adjustments.

Skyworks Solutions reported third fiscal quarter 2026 revenue of $935 million, with GAAP operating income of about $49 million and GAAP diluted EPS of $0.22. Non-GAAP operating income was $182 million and non-GAAP diluted EPS $1.08. Management highlighted healthy Mobile demand and another year-over-year Broad Markets revenue increase, with double-digit gains in automotive and data center.

For the September quarter, Skyworks expects revenue between $1,010 million and $1,060 million, with non-GAAP diluted EPS of $1.27 at the midpoint. This outlook includes roughly $5 million, or about $0.03 per share, of incremental net interest expense tied to partial-quarter financing costs for the pending combination with Qorvo, for which regulatory approvals are progressing and closing is targeted within the calendar year.

The board adopted a new capital allocation framework for the combined company, deciding not to declare any quarterly cash dividends on common stock going forward and authorizing a new $2.0 billion stock repurchase program running through January 31, 2029. Repurchases are expected to be funded from working capital and may be made in open-market or privately negotiated transactions.

Skyworks Solutions describes the expected executive leadership structure for its pending mergers with Qorvo, Inc., to take effect upon successful completion of the transaction. Skyworks president and chief executive officer Phil Brace is expected to lead the combined company, with Philip Carter as chief financial officer and senior vice presidents overseeing high performance analog, RF and mixed-signal intelligence solutions, mobile solutions, sales and marketing, human resources, legal, operations and advanced cellular.

The disclosure notes that a registration statement on Form S-4 covering Skyworks common stock to be issued in the mergers, including a Joint Proxy Statement/Prospectus for both companies’ stockholders, was declared effective on December 23, 2025 and mailed on or about that date. Skyworks and Qorvo urge investors and security holders to review those SEC materials for detailed terms of the mergers. Extensive forward-looking statements outline assumptions and risks around completing the transaction, realizing anticipated benefits, obtaining regulatory approvals, integrating the businesses, retaining key personnel, potential litigation and broader economic and geopolitical factors.