Item 1.01 Entry into a Material Definitive Agreement.
Asset Purchase Agreement with Silicon Laboratories Inc.
On April 22, 2021, Skyworks Solutions, Inc.,
a Delaware corporation (the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with
Silicon Laboratories Inc., a Delaware corporation (“Seller”), pursuant to which the Company has agreed to acquire certain
assets, rights, and properties, and assume certain liabilities, comprising Seller’s infrastructure and automotive business (the
“Business”) for a purchase price of $2,750,000,000 in cash (the “Asset Purchase”).
The Purchase Agreement includes customary representations
and warranties, as well as certain covenants, including, among other things, that: (i) Seller will operate the Business in the ordinary
course of business consistent with past practice, (ii) each party will use reasonable best efforts to obtain required regulatory
approvals, (iii) each party is bound by a non-solicitation covenant, (iv) Seller will abide by certain exclusivity and non-competition
covenants, and (v) Seller will use commercially reasonable efforts to assist the Company in transitioning applicable customers, distributors,
vendors, and suppliers of the Business. The Asset Purchase is anticipated to close in the third quarter of calendar year 2021.
The consummation of the transactions contemplated
by the Purchase Agreement (the “Closing”) is subject to customary conditions, including, among other things, the expiration
or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other
closing conditions, such as the accuracy of representations and warranties, material performance of covenants, and no occurrence of a
material adverse effect. The Purchase Agreement contains indemnification rights for each of the Company and Seller for breaches of representations,
warranties, and covenants, as well as certain other matters, subject to customary deductibles, caps, and other limitations.
The Company’s board of directors has approved
the Asset Purchase. Seller’s board of directors has similarly approved the Asset Purchase.
The Purchase Agreement contemplates the execution
of certain ancillary agreements between the Company and Seller (or their respective affiliates), including an Intellectual Property License
Agreement, pursuant to which Seller will grant a perpetual license to the Company in relation to certain patents, other intellectual property
rights, and technology retained by Seller, and the Company will grant a perpetual license back to Seller in relation to the patents, other
intellectual property rights, and technology transferred to the Company pursuant to the Purchase Agreement.
The above description of the Purchase Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which
is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Purchase Agreement governs the contractual rights
between the parties in relation to the Asset Purchase. The Purchase Agreement has been filed as an exhibit to this Current Report on Form 8-K
to provide investors with information regarding the terms of the Asset Purchase and is not intended to modify or supplement any factual
disclosures about the Company in its public reports filed with the Securities and Exchange Commission (the “SEC”). In particular,
the Purchase Agreement is not intended to be, and should not be relied upon as, disclosure regarding any facts and circumstances relating
to the Company.
The representations, warranties, and covenants
contained in the Purchase Agreement have been made solely for the purposes of the Purchase Agreement and as of specific dates; were solely
for the benefit of the parties to the Purchase Agreement; are not intended as statements of fact to be relied upon by the parties’
stockholders or other security holders, but rather as a way of allocating the risk between the parties in the event the statements therein
prove to be inaccurate; have been modified or qualified by certain confidential disclosures that were made between the parties in connection
with the negotiation of the Purchase Agreement, which disclosures are not reflected in the Purchase Agreement itself; may no longer be
true as of a given date; and may apply standards of materiality in a way that is different from what may be viewed as material by stockholders
or other security holders. Except as specifically set forth in the Purchase Agreement, security holders are not third-party beneficiaries
under the Purchase Agreement and should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations
of any actual state of facts or of the condition of the Company. Moreover, information concerning the subject matter of the representations
and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in
the Company’s public disclosures. The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements,
it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions
are required to make the statements of this Current Report on Form 8-K not misleading.
Debt Commitment Letter
In connection with the Purchase Agreement, the
Company entered into a debt commitment letter (the “Commitment Letter”), dated as of April 22, 2021, with JPMorgan Chase
Bank, N.A. (“JPMorgan”), pursuant to which, among other things, JPMorgan has committed to provide the Company with a debt
financing bridge commitment of up to $2.5 billion in order to finance the Asset Purchase. The Company and JPMorgan will also endeavor
to finalize long-term debt financing facilities currently anticipated to consist of a $1.5 billion term loan facility with a three-year
maturity and a $750 million revolving loan facility with a five-year maturity. The revolving loan facility is also anticipated to include
(i) mechanics that will permit subsidiaries of the Company to borrow thereunder, (ii) mechanics to permit such facility to be
extended by up to an additional two years, (iii) a letter of credit subfacility, and (iv) up to $250 million of additional incremental
revolving commitments.
The above description of the Commitment
Letter and long-term debt financing does not purport to be complete and is qualified in its entirety by reference to the full text
of the final definitive versions thereof, which, with respect to the Commitment Letter, a copy of which is attached hereto as
Exhibit 10.1 and is incorporated herein by reference.