Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On April 29, 2021, Inphi Corporation, a wholly owned subsidiary of the Company, delivered an aggregate of 7.1 million newly issued shares of common stock of the Company, to a limited number of holders of Inphi’s outstanding 0.75% Convertible Senior Notes due 2021 and outstanding 0.75% Convertible Senior Notes due 2025 pursuant to separate, privately negotiated exchange agreements. These shares were delivered in exchange for approximately $9.6 million in aggregate principal amount of the 2021 Notes and $199.5 million in aggregate principal amount of the 2025 Notes. Following the settlement of the exchanges, the Notes delivered to Inphi pursuant to the exchange agreements were cancelled. These shares were offered and sold, pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended. In addition, during the first quarter of fiscal year 2022, the Company issued an aggregate of 2.5 million shares of common stock to certain holders of the Notes that elected to voluntarily convert the principal amount of the Notes pursuant to the terms and conditions of the Indentures governing the Notes. The common stock issued as a result of these conversions was issued pursuant to the exemption provided by Section 3(a)(9) of the Securities Act.
Issuer Purchases of Equity Securities
Our share repurchase program was temporarily suspended in late March 2020 to preserve cash during the COVID-19 pandemic and the program remains suspended as we focus on reducing our debt and de-levering our balance sheet. As a result, the Company did not repurchase any shares during the three months ended May 1, 2021. Although share repurchases are temporarily suspended, we have $564.5 million of repurchase authority remaining under our current share repurchase program.
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Item 6. Exhibits
Exhibit No. Item Form File Number Incorporated by
Reference from
Exhibit Number Filed with SEC
2.1** Agreement and Plan of Merger and Reorganization, dated as of October 29, 2020, by and among Marvell Technology Group Ltd., Inphi Corporation, Maui HoldCo, Inc., Maui Acquisition Company Ltd and Indigo Acquisition Corp.
8-K 001-40357 2.1 10/30/2020
3.1 Amended and Restated Certificate of Incorporation of Marvell Technology, Inc.
8-K 001-40357 3.1 4/20/2021
3.2 Amended and Restated Bylaws of Marvell Technology, Inc.
8-K 001-40357 3.2 4/20/2021
4.1 First Supplemental Indenture, dated as of April 20, 2021, by and among Marvell Technology, Inc., Inphi Corporation and Wells Fargo Bank, National Association, as trustee
8-K 001-40357 4.1 4/21/2021
4.2 First Supplemental Indenture, dated as of April 20, 2021, by and among Marvell Technology, Inc., Inphi Corporation and U.S. Bank National Association, as trustee
8-K 001-40357 4.2 4/21/2021
4.3 Base Indenture, dated as of April 12, 2021, between Marvell Technology, Inc. and U.S. Bank National Association, as trustee
8-K 001-40357 4.1 4/12/2021
4.4 First Supplemental Indenture, dated as of April 12, 2021, by and among Marvell Technology, Inc., Marvell Technology Group Ltd. and U.S. Bank National Association, as trustee
8-K 001-40359 4.2 4/12/2021
4.5 Form of $500,000,000 1.650% Senior Notes due 2026 (included as Exhibit A to Exhibit 4.4)
8-K 001-40359 4.3 4/12/2021
4.6 Form of $750,000,000 2.450% Senior Notes due 2028 (included as Exhibit B to Exhibit 4.4)
8-K 001-40359 4.4 4/12/2021
4.7 Form of $750,000,000 2.950% Senior Notes due 2031 (included as Exhibit B to Exhibit 4.4 )
8-K 001-40359 4.5 4/12/2021
4.8 Second Supplemental Indenture, dated as of May 4, 2021, between Marvell Technology, Inc. and U.S. Bank National Association, as trustee
8-K 001-40357 4.2 4/12/2021
4.9 Form of $433,817,000 4.200% Senior Notes due 2023 (included as Exhibit A to Exhibit 4.8)
8-K 001-40357 4.3 4/12/2021
4.10 Form of $479,394,000 4.875% Senior Notes due 2028 (included as Exhibit B to Exhibit 4.8)
8-K 001-40357 4.4 4/12/2021
4.11 Second Supplemental Indenture, dated as of April 15, 2021, by and between Marvell Technology Group Ltd. and U.S. Bank National Association
8-K 001-40357 4.1 4/19/2021
10.1 Form of Indemnification Agreement
8-K 001-40357 10.1 4/20/2021
10.2** Credit Agreement, dated as of December 7, 2020, among Marvell Technology Group Ltd., Maui HoldCo, Inc., the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as the Administrative Agent
8-K 001-40357 10.1 12/8/2020
10.3** Revolving Credit Agreement, dated as of December 7, 2020, among Marvell Technology Group Ltd., Maui HoldCo, Inc., the Guarantors party thereto, the Lenders party thereto and Bank of America, N.A., as the Administrative Agent
8-K 001-40357 10.2 12/8/2020
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10.4** Amendment No. 1 to Credit Agreement, dated as of December 7, 2020, among Marvell Technology Group Ltd., the Lenders party thereto, Bank of America, N.A., as the Revolving Facility Agent, and Goldman Sachs Bank USA, as the General Administrative Agent and the Term Facility Agent
8-K 001-40357 10.3 12/8/2020
10.5 Form of Exchange Agreement
8-K 001-40357 10.1 4/21/2021
10.6 Registration Rights Agreement, dated as of April 12, 2021, by and among Marvell Technology, Inc., Marvell Technology Group Ltd. and J.P. Morgan Securities, LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the initial purchasers of the Notes
8-K 001-40357 10.1 4/12/2021
10.7# Marvell Technology Group Ltd. Amended and Restated 1995 Stock Option Plan (now named the Marvell Technology, Inc. Amended and Restated 1995 Stock Option Plan) (as amended and restated as of April 2, 2021)
S-8 001-40357 4.1 4/20/2021
10.8# Marvell Technology Group Ltd. 2000 Employee Stock Purchase Plan (now named the Marvell Technology, Inc. 2000 Employee Stock Purchase Plan, as Amended and Restated) (as amended and restated as of April 2, 2021)
S-8 001-40357 4.2 4/20/2021
10.9# Marvell Technology Group Ltd. 2000 Employee Stock Purchase Plan, as Amended and Restated (now named the Marvell Technology, Inc. 2000 Employee Stock Purchase Plan, as Amended and Restated) Form of Subscription Agreement
S-8 001-40357 4.3 4/20/2021
10.10# Cavium, Inc. 2016 Equity Incentive Plan (including forms of grant notice and agreements)
10-Q 001-40357 10.1 12/4/2019
10.11 Cavium, Inc. 2007 Equity Incentive Plan (including forms of grant notice and agreements)
10-Q 001-40357 10.2 12/4/2019
10.12 QLogic Corporation 2005 Performance Incentive Plan (including forms of grant notice and agreements)
10-Q 001-40357 10.3 12/4/2019
10.13 Aquantia Corp. 2017 Equity Incentive Plan (including forms of grant notice and agreements)
10-Q 001-40357 10.6 12/4/2019
10.14 Aquantia Corp. 2015 Equity Incentive Plan (including forms of grant notice and agreements)
10-Q 001-40357 10.5 12/4/2019
10.15 Aquantia Corp. 2004 Equity Incentive Plan (including forms of grant notice and agreements )
10-Q 001-40357 10.4 12/4/2019
10.16# Inphi Corporation Amended and Restated 2010 Stock Incentive Plan, as amended and restated on April 14, 2020
S-8 001-40357 4.10 4/20/2021
10.17# Offer letter with Loi Nguyen
Filed herewith
10.18# Offer letter with Nariman Yousefi
Filed herewith
10.19# Offer letter with Chris Koopmans
10-Q 000-30877 10.4 9/8/2016
10.20# Fiscal Year 2022 Named Executive Officer Compensation
Filed herewith
31.1 Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer
Filed herewith
31.2 Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial Officer
Filed herewith
32.1* Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Principal Executive Officer
Filed herewith
32.2* Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Principal Financial Officer
Filed herewith
101.INS Inline XBRL Instance Document Filed herewith
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101.SCH Inline XBRL Taxonomy Extension Schema Document Filed herewith
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith
101.DEF Inline XBRL Taxonomy Extension Definition Document Filed herewith
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed herewith
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith
104 The cover page for this Form 10-Q, formatted in Inline XBRL (included in Exhibit 101) Filed herewith
# Management contracts or compensation plans or arrangements with, or in which, directors or executive officers are eligible to participate.
* The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
** Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request
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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 thereunto duly authorized.
MARVELL TECHNOLOGY, INC.
Date: June 9, 2021
By: /s/ JEAN HU
Jean Hu
Chief Financial Officer
(Principal Financial Officer)
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