EX-25.1

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

☐	CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

MUFG UNION BANK, N.A.

(Exact name of trustee as specified in its charter)


94-0304228
(I.R.S. Employer Identification Number)

1251 Avenue of the Americas New York, New York		10020
(Address of principal executive offices)		(Zip Code)

Attention: General Counsel

MUFG Union Bank, N.A.

1251 Avenue of the Americas

New York, New York 10020

(212) 782-4009

(Name, address and telephone number of agent for services)

QORVO, INC.

(Exact name of obligor as specified in its charter)

SEE TABLE OF CO-OBLIGORS


Delaware		46-5288992
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

7628 Thorndike Road

Greensboro, North Carolina 27409

(336) 664-1233

(Address and telephone number for principal executive offices)

4.375% Senior Notes due 2029 and Guarantees

(Title of the indenture securities)

TABLE OF CO-OBLIGORS


Exact Name of Co-Obligors	Primary Standard Industrial Classification Number	Jurisdiction of Formation	I.R.S Employer Identification Number
AMALFI SEMICONDUCTOR, INC. (1)	3674	Delaware		71-0934814
RFMD, LLC (1)	3674	North Carolina		56-2212186
QORVO CALIFORNIA, INC. (2)	3674	California		46-3270097
QORVO US, INC. (1)	3674	Delaware		95-3654013
QORVO TEXAS, LLC (3)	3674	Texas		75-2740940
QORVO OREGON, INC. (4)	3674	Oregon		93-1062846

(1)	The address of Amalfi Semiconductor, Inc., RFMD, LLC and Qorvo US, Inc. is 7628 Thorndike Road, Greensboro, NC 27409, and the telephone number for each is (336) 664-1233.

(2)	The address of Qorvo California, Inc. is 950 Lawrence Drive, Thousand Oaks, CA 91320, and its telephone number is (805) 480-5099.

(3)	The address of Qorvo Texas, LLC is 500 Renner Road, Richardson, TX 75080, and its telephone number is (972) 994-8200.

(4)	The address of Qorvo Oregon, Inc. is 63140 Britta Street, C-106, Bend, OR 97701, and its telephone number is (541) 382-6706.

Item 1.

General Information. Furnish the following information as to the trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

(b)

Whether it is authorized to exercise corporate trust powers.

Trustee is authorized to exercise corporate trust powers.

Item 2.

Affiliations with the obligor. If the obligor is an affiliate of the trustee, describe such affiliation.

None.

Item 3.

Item 3 is not applicable.

Item 4.

Trusteeships under other Indentures of the obligor. The Trustee is the trustee under the obligor’s (i) Indenture dated November 19, 2015 (as amended, modified or supplemented, the “2015 Indenture”), by and among the obligor, the subsidiary guarantors named therein, and the trustee, for the issuance of the obligor’s 6.75% Senior Notes due 2023 (the “2023 Notes”) and 7.00% Senior Notes due 2025 (the “2025 Notes”); (ii) Indenture dated July 16, 2018 (as amended, modified or supplemented, the “2018 Indenture”) by and among the obligor, the subsidiary guarantors named therein, and the trustee, for the issuance of the obligor’s 5.50% Senior Notes due 2026 (the “2026 Notes”); and (iii) Indenture dated September 30, 2019 (as amended, modified or supplemented, the “2019 Indenture”), by and among the obligor, the subsidiary guarantors named therein, and the trustee, for the issuance of the obligor’s 4.375% Senior Notes due 2029 (the “2029 Notes”). As of September 29, 2018, no 2023 Notes remain outstanding.

No conflicting interest within the meaning of Section 310(b)(1) of the Act arises as a result of the trusteeship under the 2015 Indenture, the 2018 Indenture and the 2019 Indenture because none of the 2025 Notes, the 2026 Notes or the 2029 Notes are in default under the terms of the applicable Indenture and all Indentures are wholly unsecured and rank equally. The 2025 Notes, the 2026 Notes and the 2029 Notes are senior unsecured obligations of the obligor, equal in right of payment with all of the obligor’s existing and future senior indebtedness, including indebtedness under an existing credit agreement, and senior in right of payment to all of the obligor’s existing and future indebtedness that is subordinated in right of payment to the notes.

Items 5-15.

Items 5-15 are not applicable.

Item 16.

List of exhibits. List below all exhibits filed as a part of this statement of eligibility.

A copy of the Articles of Association of the Trustee now in effect. *

A copy of the certificate of corporate existence of the Trustee. **

A copy of the certificate of corporate existence and fiduciary powers of the Trustee. **

A copy of the existing By-Laws of the Trustee, or instruments corresponding thereto. *

A copy of each Indenture referred to in Item 4, if the obligor is in default. Not applicable.

The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. Attached as Exhibit 6.

A copy of the latest report of condition of the Trustee published pursuant to law or the requirements of its supervising or examining authority. Attached as Exhibit 7.

A copy of any order pursuant to which the foreign Trustee is authorized to act as sole Trustee under indentures qualified or to be qualified under the Trust Indenture Act of 1939. Not applicable.

Foreign trustees are required to file a consent to service process of Form F-X [§269.5 of this chapter]. Not applicable.

Incorporated by reference to the exhibit of the same number to the Trustee’s Form T-1 filed as Exhibit 25.1 to the Form S-4 dated July 20, 2016 of file number 333-212601.

Incorporated by reference to the exhibit of the same number to the Trustee’s Form T-1 filed as Exhibit 25.1 to the Form S-3 dated July 30, 2013 of file number 333-190256.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, MUFG Union Bank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and State of New York, on the 24^th day of June, 2020.

MUFG UNION BANK, N.A.

By: /s/ D. Amedeo Morreale

Name: D. Amedeo Morreale

Title: Vice President

EXHIBIT 6

CONSENT OF THE TRUSTEE

REQUIRED BY SECTION 321(b) OF THE ACT

June 24, 2020

Securities and Exchange Commission

Washington, D.C. 20549

Ladies and Gentlemen:

In connection with the qualification of the indenture between Qorvo, Inc. (the “Issuer”) and MUFG Union Bank, N.A. (the “Trustee”), the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that reports of examinations of the undersigned by federal, state, territorial, or district authorities authorized to make such examinations may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.


Sincerely,

MUFG Union Bank, N.A.

By:	/s/ D. Amedeo Morreale
	Name:	D. Amedeo Morreale
	Title:	Vice President

EXHIBIT 7

CONSOLIDATION REPORT OF CONDITION OF

MUFG Union Bank, N.A.

MUFG UNION BANK, NATIONAL ASSOCIATION

RSSD-ID 212465

Last Updated on 5/15/2020

Report Date 3/31/2020

Balance Sheet

All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.

Dollar amounts in thousands


1. Cash and balances due from depository institutions:
a. Noninterest-bearing balances and currency and coin¹			1,911,760
b. Interest-bearing balances²			9,791,846
2. Securities:
a. Held-to-maturity securities³			8,864,453
b. Available-for-sale			14,860,622
c. Equity securities with readily determinable fair values not held for trading⁴			9,937
3. Federal funds sold and securities purchased under agreements to resell:
a. Federal funds sold in domestic offices			0
b. Securities purchased under agreements to resell⁵			0
4. Loans and lease financing receivables:
a. Loans and leases held for sale			1,048,240
b. Loans and leases held for investment			88,694,252
c. LESS: Allowance for loan and lease losses⁶			1,138,102
d. Loans and leases held for investment, net of allowance (item 4.b minus 4.c)			87,556,150
5. Trading assets			2,025,025
6. Premises and fixed assets (including capitalized leases)			1,296,621
7. Other real estate owned			1,176
8. Investments in unconsolidated subsidiaries and associated companies			242,038
9. Direct and indirect investments in real estate ventures			0
10. Intangible assets			1,977,362
11. Other assets⁷			5,452,596
12. Total assets (sum of items 1 through 11)			135,037,826
13. Deposits:
a. In domestic offices			99,815,150
1. Noninterest-bearing⁸			34,939,301
2. Interest-bearing			64,875,849
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs			NR
1. Noninterest-bearing			NR
2. Interest-bearing			NR
14. Federal funds purchased and securities sold under agreements to repurchase:
a. Federal funds purchased in domestic offices⁹			0
b. Securities sold under agreements to repurchase¹⁰			0
15. Trading liabilities.			386,314
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)			16,542,618
17. Not applicable
18. Not applicable
19. Subordinated notes and debentures¹¹			0
20. Other liabilities			2,930,793
21. Total liabilities (sum of items 13 through 20)			119,674,875

1	Includes cash items in process of collection and unposted debits.

2	Includes time certificates of deposit not held for trading.

3	Institutions that have adopted ASU 2016-13 should report in item 2a, amounts net of any applicable allowance for credit losses.

4	Item 2c is to be completed only by institutions that have adopted ASU 2016-01, which includes provisions governing the accounting for investments in equity securities. See the instructions for further detail on ASU 2016-01.

5	Includes all securities resale agreements, regardless of maturity.

6	Institutions that have adopted ASU 2016-13 should report in item 4c the allowance for credit losses on loans and leases.

7	Institutions that have adopted ASU 2016-13 should report in items 3b and 11 amounts net of any applicable allowance for credit losses.

8	Includes noninterest-bearing demand, time, and savings deposits.

9	Report overnight Federal Home Loan Bank advances, item 16, “Other borrowed money.”

10	Includes all securities repurchase agreements, regardless of maturity.

11	Includes limited-life preferred stock and related surplus.