Skyworks Solutions Announces Pricing of $1.5 Billion Senior Note Offering

IRVINE, Calif.–(BUSINESS WIRE)–Skyworks Solutions an innovator of high-performance analog semiconductors connecting people, places and things, today announced that it has priced $1.5 billion in aggregate principal amount of its senior notes, consisting of $500 million in aggregate principal amount of its 0.900% Senior Notes due 2023, $500 million in aggregate principal amount of its 1.800% Senior Notes due 2026 and $500 million in aggregate principal amount of its 3.000% Senior Notes due 2031, in an underwritten public offering under its effective shelf registration statement filed with the Securities and Exchange Commission.

Skyworks intends to use the net proceeds of the offering, together with other sources of cash, to finance the cash consideration of $2.75 billion for the previously announced acquisition of the Infrastructure & Automotive business of Silicon Laboratories.

If (i) the consummation of the Acquisition does not occur prior to 5:00 pm, New York City time, on Oct. 29, 2021, (ii) we notify the trustee and the holders of the 2023 Notes that we will not pursue the consummation of the Acquisition or (iii) the Asset Purchase Agreement dated as of April 22, 2021 by and between Skyworks and Silicon Labs has been terminated without the consummation of the Acquisition, we will be required to redeem all of the 2023 Notes then outstanding at 101% of the aggregate principal amount of the 2023 Notes then outstanding, plus accrued and unpaid interest to, but not including, the special mandatory redemption date. The 2026 Notes and 2031 Notes will not be subject to any special mandatory redemption if the Acquisition is not completed.

The closing of the offering of Notes is expected to occur on May 26, 2021, subject to satisfaction of customary closing conditions.

J.P. Morgan Securities, BofA Securities, Inc. and Goldman Sachs & Co. are acting as joint book-running managers for the offering.

A registration statement relating to the Notes being offered has been filed with the SEC and has become effective. The offering may be made only by means of a prospectus supplement and the accompanying prospectus. Copies of the prospectus supplement and accompanying prospectus related to the offering may be obtained from J.P. Morgan Securities, c/o Broadridge Financial Solutions, Attn: Prospectus Department, 1155 Long Island Avenue, Edgewood, New York 11717, or by telephone: 1-866-803-9204; c/o BofA Securities, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, North Carolina 28255, Attention: Prospectus Department, or by email: dg.prospectus_requests@bofa.com; or c/o Goldman Sachs & Co. Prospectus Department, 200 West Street, New York, NY 10282, by telephone: (866) 471-2526 or by emailing prospectus-ny@ny.email.gs.com. Alternatively, you may get these documents for free by visiting EDGAR on the Securities and Exchange Commission website at http://www.sec.gov/. Before you invest, you should read the prospectus supplement related to the offering, the accompanying prospectus and other documents incorporated by reference in the prospectus supplement and the accompanying prospectus for more complete information about the offering.

This news release is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Skyworks

Skyworks Solutions, is empowering the wireless networking revolution. Our highly innovative analog semiconductors are connecting people, places and things spanning a number of new and previously unimagined applications within the aerospace, automotive, broadband, cellular infrastructure, connected home, industrial, medical, military, smartphone, tablet and wearable markets.

Skyworks is a global company with engineering, marketing, operations, sales and support facilities located throughout Asia, Europe and North America and is a member of the S&P 500 and Nasdaq-100 market indices.

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