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Skyworks Solutions, Inc. (Nasdaq: SWKS) sells $2.0B in notes to fund Qorvo merger

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
425

Rhea-AI Filing Summary

Skyworks Solutions, Inc. issued three tranches of senior unsecured notes totaling $2.0 billion under an existing shelf registration: $800 million 5.000% Notes due 2028, $600 million 5.750% Notes due 2032 and $600 million 6.250% Notes due 2036. Skyworks plans to use the net proceeds, together with existing cash and cash equivalents, to help finance approximately $3.00 billion of cash consideration for its proposed mergers involving Qorvo, Inc.

The notes are governed by an Indenture with U.S. Bank Trust Company, National Association, and include customary covenants limiting secured debt, sale-leaseback transactions, and certain mergers or asset transfers. The 2028 and 2036 Notes feature a special mandatory redemption if the Qorvo mergers are not completed or are abandoned, while the 2032 Notes do not. All series are redeemable at Skyworks’ option and carry a 101% change-of-control repurchase right for holders.

Positive

  • None.

Negative

  • None.

Filing Explained

The notes are Skyworks senior unsecured obligations that rank equally with its other senior unsecured debt, but behind secured debt to the extent of its collateral and behind obligations of Skyworks subsidiaries.

2028 Notes principal $800,000,000 5.000% Senior Notes due 2028 issued August 10, 2026
2032 Notes principal $600,000,000 5.750% Senior Notes due 2032 issued August 10, 2026
2036 Notes principal $600,000,000 6.250% Senior Notes due 2036 issued August 10, 2026
Total senior notes issued $2,000,000,000 Aggregate principal of 2028, 2032 and 2036 Senior Notes
Planned cash consideration $3.00 billion Intended cash consideration for the Qorvo mergers
Change-of-control repurchase price 101% Repurchase price of principal upon change of control repurchase event
Merger outside date November 3, 2027 Deadline for Qorvo mergers before special mandatory redemption applies
Indenture financial
"The terms of the Notes are governed by an Indenture, dated as of August 10, 2026"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
special mandatory redemption financial
"the 2028 Notes and the 2036 Notes will be subject to a special mandatory redemption"
A special mandatory redemption is a contractual obligation that forces a company to repay certain debt or preferred shares early when a specific trigger event occurs (for example, a change in tax law, regulatory change, or sale). For investors it matters because it ends the expected income stream and returns principal at a pre-set price, potentially altering returns, tax outcomes and a company’s cash needs — like a lender calling a loan back when rules change.
change of control repurchase event financial
"If the Company undergoes a change of control repurchase event, as defined in the Indenture"
A change of control repurchase event happens when a company is sold or otherwise taken over and that sale triggers contractual rights for holders of stock, options, or debt to force the company to buy their securities back for cash. Think of it like a lease that lets the tenant cash out when the building is sold: it gives certain investors a predictable exit price and timeline. This matters because it can change who owns the company, alter cash on hand, affect future returns and dilution, and influence how attractive a takeover or investment looks.
senior unsecured obligations financial
"The Notes are the Company’s senior unsecured obligations and are equal in right of payment"
Senior unsecured obligations are loans or bonds that a company promises to pay back with its own money, but without any special guarantees or collateral. If the company runs into financial trouble, these debts are paid after other debts with priority, meaning they are less protected but still important. They matter because they show how risky it is to lend money to a company.
structurally subordinated financial
"are structurally subordinated to all obligations of the Company’s subsidiaries"
A claim or security is structurally subordinated when it sits lower in the legal repayment order because it is issued by a subsidiary rather than the parent company, so its holders are paid only after the parent’s creditors and any creditors of the subsidiary’s parent entities are satisfied. Imagine a line for repayment: structurally subordinated investors stand further back in line, which affects the likelihood and amount they might recover if the company or group faces financial trouble. This matters to investors because it usually implies higher risk and can influence expected return, liquidity, and credit pricing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What debt did Skyworks Solutions (SWKS) issue in connection with the Qorvo (QRVO) mergers?
Skyworks issued $2.0 billion in senior unsecured notes: $800 million 5.000% due 2028, $600 million 5.750% due 2032, and $600 million 6.250% due 2036 to support financing for the proposed Qorvo mergers.

How will Skyworks Solutions (SWKS) use the proceeds from the new senior notes?
Skyworks intends to use the net proceeds, with existing cash and cash equivalents, to fund approximately $3.00 billion of cash consideration for the planned mergers with Qorvo. If the mergers do not occur, proceeds from the 2032 Notes may be used for general corporate purposes.

What protections do holders of Skyworks’ new notes have if there is a change of control?
If a change of control repurchase event occurs for a series, holders can require Skyworks to repurchase their notes at 101% of principal plus accrued and unpaid interest, as defined in the Indenture governing the notes.

What happens to Skyworks’ 2028 and 2036 notes if the Qorvo (QRVO) mergers are not completed?
If the Qorvo mergers are not consummated by November 3, 2027, are abandoned, or the merger agreement is terminated, the 2028 and 2036 Notes become subject to a special mandatory redemption at the price specified in their Supplemental Indentures.

Are Skyworks’ new senior notes guaranteed by its subsidiaries?
No. The notes are senior unsecured obligations of Skyworks only. They are structurally subordinated to all obligations of the company’s subsidiaries and effectively subordinated to any secured debt to the extent of the collateral’s value.

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

Form 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) 

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 4, 2026

 

 

 

Skyworks Solutions, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-05560   04-2302115
(State or other jurisdiction of
incorporation)		   (Commission File Number)   (IRS Employer Identification No.)

 

5260 California Avenue
Irvine, CA 92617

(Address of principal executive office) (Zip Code)

 

(949) 231-3000

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

 

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:

 

x      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading
Symbol(s)		   Name of each exchange
on which registered
Common Stock, Par Value $0.25 per share   SWKS   Nasdaq Global Select Market

 

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. ¨

 

 

 

 

 

 

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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The description contained under Item 1.01 above is hereby incorporated by reference in its entirety into this Item 2.03.

 

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.

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d)            Exhibits

 

Exhibit

Number

  

 

Description

1.1   Underwriting Agreement, dated as of August 4, 2026, 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
4.1   Indenture, dated as of August 10, 2026, by and between the Company and U.S. Bank Trust Company, National Association
4.2   First Supplemental Indenture, dated as of August 10, 2026, by and between the Company and U.S. Bank Trust Company, National Association
4.3   Second Supplemental Indenture, dated as of August 10, 2026, by and between the Company and U.S. Bank Trust Company, National Association
4.4   Third Supplemental Indenture, dated as of August 10, 2026, by and between the Company and U.S. Bank Trust Company, National Association
4.5   Form of 5.000% Senior Note due 2028 (included in Exhibit 4.2)
4.6   Form of 5.750% Senior Note due 2032 (included in Exhibit 4.3)
4.7   Form of 6.250% Senior Note due 2036 (included in Exhibit 4.4)
5.1   Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
23.1   Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

SIGNATURES

 

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.

 

August 10, 2026

 

  Skyworks Solutions, Inc.
   
  By: /s/ Philip Carter
    Name: Philip Carter
    Title: Senior Vice President and Chief Financial Officer

 

 

Source: View Original Filing on SEC EDGAR