SAN JOSE, Calif.,
Sept. 24, 2019 /PRNewswire/ -- Broadcom Inc. (Nasdaq:
AVGO) ("Broadcom") announced today that it has commenced a public
offering of $3.0 billion of shares of
Series A Mandatory Convertible Preferred Stock ("Mandatory
Convertible Preferred Stock"), subject to market conditions and
other factors (the "Offering"). Broadcom expects to grant the
underwriters a 30-day option to purchase up to an additional
$450.0 million of shares of Mandatory
Convertible Preferred Stock solely to cover over-allotments, if
any.
Broadcom intends to use the net proceeds from the Offering to
repay a portion of the outstanding borrowings under Broadcom's
existing term loan facilities on a pro rata basis.
BofA Merrill Lynch, Citigroup, J.P. Morgan and Morgan Stanley
are acting as representatives of the underwriters and joint-book
running managers for the Offering. Barclays, BMO Capital Markets,
BNP PARIBAS, HSBC, RBC Capital Markets and Wells Fargo Securities
are also serving as bookrunners for the Offering.
Each share of Mandatory Convertible Preferred Stock is expected
to have a liquidation preference of $1,000 per share. Unless earlier converted, each
share of Mandatory Convertible Preferred Stock will automatically
convert into a variable number of shares of Broadcom's common stock
on the mandatory conversion date, which is scheduled to occur on
September 30, 2022. The conversion
terms, dividend rate and the other terms of the Mandatory
Convertible Preferred Stock will be determined at the time of
pricing.
The Offering is being made pursuant to an effective shelf
registration statement on file with the U.S. Securities and
Exchange Commission (the "SEC") and will be made only by means of a
prospectus supplement relating to the Offering and the accompanying
base prospectus. An electronic copy of the preliminary prospectus
supplement, together with the accompanying prospectus, is available
on the SEC's website at www.sec.gov. Alternatively, copies of the
prospectus supplement and accompanying prospectus relating to the
Offering can be obtained by contacting: BofA Securities, Inc.,
Attention: Prospectus Department, 200 North College Street, 3rd
Floor, Charlotte, North Carolina
28255, by telephone at (800) 294-1322, or by email at
dg.prospectus_requests@baml.com; Citigroup Global Markets Inc., c/o
Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, New York 11717, or by
telephone at (800) 831-9146; J.P. Morgan Securities LLC, c/o
Broadridge Financial Solutions, Attention: Prospectus Department,
1155 Long Island Avenue, Edgewood, New
York 11717, by telephone at (866) 803-9204, or by email at
prospectus-eq_fi@jpmchase.com; and Morgan Stanley & Co. LLC,
Attention: Prospectus Department, 180 Varick Street, Second Floor,
New York, New York 10014, or by
telephone at (866) 718-1649.
This press release is neither an offer to sell nor a
solicitation of an offer to buy the Mandatory Convertible Preferred
Stock or any other securities, nor shall there be any offer,
solicitation or sale of any security mentioned in this press
release in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state or
jurisdiction.
Cautionary Note Regarding Forward-Looking Statements
This announcement contains forward-looking statements (including
within the meaning of Section 21E of the U.S. Securities
Exchange Act of 1934, as amended, and Section 27A of the U.S.
Securities Act of 1933, as amended) concerning Broadcom. These
statements include, but are not limited to, statements that address
our expected future business and financial performance and
statements about the proposed Offering and the use of proceeds
therefrom and other statements identified by words such as "will",
"expect", "believe", "anticipate", "estimate", "should", "intend",
"plan", "potential", "predict" "project", "aim", and similar words,
phrases or expressions. These forward-looking statements are based
on current expectations and beliefs of the management of Broadcom,
as well as assumptions made by, and information currently available
to, such management, current market trends and market conditions
and involve risks and uncertainties, many of which are outside
Broadcom's and management's control, and which may cause actual
results to differ materially from those contained in
forward-looking statements. Accordingly, you should not place undue
reliance on such statements.
Particular uncertainties that could materially affect future
results include risks associated with: any loss of our significant
customers and fluctuations in the timing and volume of significant
customer demand; our dependence on contract manufacturing and
outsourced supply chain; global economic conditions and concerns;
any acquisitions we may make, such as delays, challenges and
expenses associated with receiving governmental and regulatory
approvals and satisfying other closing conditions, and with
integrating acquired companies with our existing businesses and our
ability to achieve the benefits, growth prospects and synergies
expected by such acquisitions, including our pending Symantec
Corporation transaction; government regulations and trade
restrictions; our ability to accurately estimate customers' demand
and adjust our manufacturing and supply chain accordingly; our
significant indebtedness and the need to generate sufficient cash
flows to service and repay such debt; dependence on and risks
associated with distributors of our products; dependence on senior
management and our ability to attract and retain qualified
personnel; international political and economic conditions;
involvement in legal or administrative proceedings; our dependency
on a limited number of suppliers; quarterly and annual fluctuations
in operating results; cyclicality in the semiconductor industry or
in our target markets; our competitive performance and ability to
continue achieving design wins with our customers, as well as the
timing of any design wins; prolonged disruptions of our or our
contract manufacturers' manufacturing facilities or other
significant operations; our ability to improve our manufacturing
efficiency and quality; our dependence on outsourced service
providers for certain key business services and their ability to
execute to our requirements; our ability to maintain or improve
gross margin; our ability to protect our intellectual property and
the unpredictability of any associated litigation expenses;
compatibility of our software products with operating environments,
platforms or third-party products; our ability to enter into
satisfactory software license agreements; sales to our government
clients; availability of third party software used in our products;
use of open source code sources in our products; any expenses or
reputational damage associated with resolving customer product
warranty and indemnification claims; our ability to sell to new
types of customers and to keep pace with technological advances;
market acceptance of the end products into which our products are
designed; our ability to protect against a breach of security
systems; changes in accounting standards; fluctuations in foreign
exchange rates; the amount and frequency of our stock repurchases;
our provision for income taxes and overall cash tax costs,
legislation that may impact our overall cash tax costs and our
ability to maintain tax concessions in certain jurisdictions; and
other events and trends on a national, regional and global scale,
including those of a political, economic, business, competitive and
regulatory nature. All of the forward-looking statements in this
press release are qualified in their entirety by reference to the
factors listed above and those discussed under the heading "Risk
Factors" herein and in Part I, Item 1A of our Annual Report on Form
10-K for the fiscal year ended November 4,
2018 and Part II, Item 1A of our Quarterly Report on Form
10-Q for the fiscal quarter ended August 4,
2019. We caution you that the foregoing list of important
factors may not contain all of the material factors that are
important to you. In addition, in light of these risks and
uncertainties, the matters referred to in the forward-looking
statements contained in this press release may not in fact occur.
We undertake no intent or obligation to publicly update or revise
any forward-looking statement, whether as a result of new
information, future events or otherwise, except as required by
law.
Contact:
Broadcom Inc.
Beatrice F. Russotto
Investor Relations
408-433-8000
investor.relations@broadcom.com
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SOURCE Broadcom Inc.