Marvell Announces Commencement of Exchange Offers and Consent Solicitations for Senior Notes

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Marvell Technology Group Ltd. announced that its wholly-owned subsidiary, Marvell Technology, Inc. commenced private exchange offers to certain eligible holders for: (i) any and all outstanding 4.200 per cent Senior Notes due 2023 issued by Marvell for up to an aggregate principal amount of $500.0 million of new 4.200 per cent Senior Notes due 2023 issued by MTI and (ii) any and all outstanding 4.875 per cent Senior Notes due 2028 issued by Marvell for up to $500.0 million of new 4.875 per cent Senior Notes due 2028 issued by MTI.

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Concurrently with the Exchange Offers, MTI, on behalf of Marvell, is soliciting consents with respect to each series of Marvell Notes to adopt certain proposed amendments to the indenture, dated as of June 22, 2018, as amended by a first supplemental indenture, dated as of June 22, 2018, between Marvell and US Bank National Association, as trustee include eliminating (i) substantially all of the restrictive covenants in the Marvell Indenture, (ii) any restrictions on Marvell in the Marvell Indenture from consolidating with or merging into any other person or conveying, transferring or leasing all or any of its properties and assets to any person and (iii) certain of the events that may lead to an ‘Event of Default’ in the Marvell Indenture (other than for the failure to pay principal, premium or interest). The Proposed Amendments with respect to each series of the Marvell Notes under the Marvell Indenture are identical and require the consent of the holders of not less than a majority in principal amount of such series of the Marvell Notes outstanding. If the requisite consents with respect to a particular series of Marvell Notes under the Marvell Indenture have been received, Marvell and the Marvell Trustee may execute and deliver one or more supplemental indentures relating to the Proposed Amendments to the applicable series of Marvell Notes, which will be effective upon execution but will only become operative upon the settlement date of the applicable Exchange Offer.

MTI may complete either Exchange Offer even if valid consents sufficient to effect the Proposed Amendments to the Marvell Indenture for either or both series of Marvell Notes are not received. Each Exchange Offer and Consent Solicitation is conditioned upon the completion of the other Exchange Offer and Consent Solicitation, although MTI may waive such condition at any time with respect to an Exchange Offer. Any waiver of a condition by MTI with respect to an Exchange Offer will automatically waive such condition with respect to the corresponding Consent Solicitation, as applicable. In addition, MTI may amend the terms of either Exchange Offer without amending the terms of the other Exchange Offer.