Form FWP SKYWORKS SOLUTIONS, INC. Filed by: SKYWORKS SOLUTIONS, INC.
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Issuer Free Writing Prospectus
Dated May 12, 2021
Filed pursuant to Rule 433
Registration No. 333-255945
Skyworks Solutions, Inc.
$500,000,000 0.900% Senior Notes due 2023
$500,000,000 1.800% Senior Notes due 2026
$500,000,000 3.000% Senior Notes due 2031
Pricing Term Sheet
| 0.900% Senior Notes due 2023 | 1.800% Senior Notes due 2026 | 3.000% Senior Notes due 2031 | |
| Issuer: | Skyworks Solutions, Inc. | Skyworks Solutions, Inc. | Skyworks Solutions, Inc. |
| Principal Amount: | $500,000,000 | $500,000,000 | $500,000,000 |
| Coupon: | 0.900% | 1.800% | 3.000% |
| Format: | SEC Registered | SEC Registered | SEC Registered |
| Trade Date: | May 12, 2021 | May 12, 2021 | May 12, 2021 |
| Settlement Date: | May 26, 2021 (T+10)(1) | May 26, 2021 (T+10)(1) | May 26, 2021 (T+10)(1) |
| Maturity Date: | June 1, 2023 | June 1, 2026 | June 1, 2031 |
| Public Offering Price: | 99.970% of the principal amount | 99.952% of the principal amount | 99.614% of the principal amount |
| Yield to Maturity: | 0.915% | 1.810% | 3.045% |
| Benchmark Spread to Treasury: | 75 basis points | 95 basis points | 135 basis points |
| Benchmark Treasury Issue: | 0.125% due April 30, 2023 | 0.750% due April 30, 2026 | 1.125% due February 15, 2031 |
| Benchmark Treasury Price: | 99-29+ | 99-15 | 94-28+ |
| Benchmark Treasury Yield: | 0.165% | 0.860% | 1.695% |
| Interest Payment Dates: | June 1 and December 1, commencing December 1, 2021 | June 1 and December 1, commencing December 1, 2021 | June 1 and December 1, commencing December 1, 2021 |
| Optional Redemption: |
Par call on or after June 1, 2022. Make-whole call: None. |
Par call on or after May 1, 2026 (the date that is 1 month prior to maturity). Make-whole call at T+15 basis points. |
Par call on or after March 1, 2031 (the date that is 3 months prior to maturity). Make-whole call at T+20 basis points. |
| Special Mandatory Redemption: | Mandatorily redeemable at 101% of the principal amount of the notes then outstanding plus accrued and unpaid interest to, but not including the date of the special mandatory redemption if (i) the consummation of the acquisition of the infrastructure and automotive business of Silicon Laboratories Inc. (the “Acquisition”) does not occur prior to 5:00 p.m., New York City time, on October 29, 2021, (ii) the Issuer notifies the trustee and the holders of the notes that the Issuer will not pursue the consummation of the Acquisition or (iii) the purchase agreement with respect to the Acquisition has been terminated without the consummation of the Acquisition. | None. | None. |
| 0.900% Senior Notes due 2023 | 1.800% Senior Notes due 2026 | 3.000% Senior Notes due 2031 |
| Change of Control Repurchase Event Put: | 101% of principal amount plus accrued interest to, but not including, the repurchase date. | 101% of principal amount plus accrued interest to, but not including, the repurchase date. | 101% of principal amount plus accrued interest to, but not including, the repurchase date. |
| CUSIP: | 83088M AJ1 | 83088M AK8 | 83088M AL6 |
| ISIN: | US83088MAJ18 | US83088MAK80 | US83088MAL63 |
| Ratings*: | BBB- (stable) /BBB+ (stable) (S&P/Fitch) | BBB- (stable) /BBB+ (stable) (S&P/Fitch) | BBB- (stable) /BBB+ (stable) (S&P/Fitch) |
| Minimum denomination: | $2,000 and integral multiples of $1,000 in excess thereof | $2,000 and integral multiples of $1,000 in excess thereof | $2,000 and integral multiples of $1,000 in excess thereof |
| Joint Book-Running Managers: | J.P. Morgan Securities LLC BofA Securities, Inc. Goldman Sachs & Co. LLC Citigroup Global Markets Inc. Wells Fargo Securities, LLC |
J.P. Morgan Securities LLC BofA Securities, Inc. Goldman Sachs & Co. LLC Citigroup Global Markets Inc. Wells Fargo Securities, LLC |
J.P. Morgan Securities LLC BofA Securities, Inc. Goldman Sachs & Co. LLC Citigroup Global Markets Inc. Wells Fargo Securities, LLC |
| Co-Managers: | Barclays Capital Inc. BNP Paribas Securities Corp. Mizuho Securities USA LLC MUFG Securities Americas Inc. Truist Securities, Inc. |
Barclays Capital Inc. BNP Paribas Securities Corp. Mizuho Securities USA LLC MUFG Securities Americas Inc. Truist Securities, Inc. |
Barclays Capital Inc. BNP Paribas Securities Corp. Mizuho Securities USA LLC MUFG Securities Americas Inc. Truist Securities, Inc. |
(1) The Issuer expects that delivery of the notes will be made against payment therefor on or about May 26, 2021, which will be the tenth business day following the date of pricing of the notes (such settlement cycle being herein referred to as “T+10”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing will be required, by virtue of the fact that the notes initially will settle T+10, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of notes who wish to trade notes prior to the second business day before settlement should consult their own advisor.
Changes from the Preliminary Prospectus Supplement
The second sentence of the first paragraph on page S-15 of the Issuer’s preliminary prospectus supplement dated May 12, 2021 has been replaced with the following:
We currently intend to use the net proceeds we receive from the sale of the notes and our expected new term loan facility in an aggregate principal amount of $1 billion, together with our existing cash and cash equivalents, to finance the cash consideration of $2.75 billion for the Acquisition. Our entry into the new term loan facility is not a condition to the completion of this offering.
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time.
The issuer has filed an automatic shelf registration statement, including a prospectus dated May 10, 2021 (File No. 333-255945) and a preliminary prospectus supplement dated May 12, 2021 with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities LLC toll-free at 1-866-846-2874, BofA Securities, Inc. toll-free at 1-800-294-1322 or Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, at 1-866-471-2526.
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