SAN JOSE, Calif., April 6,
2020 /PRNewswire/ -- Broadcom Inc. (Nasdaq: AVGO) ("Broadcom")
announced today that it intends to offer senior notes (the "New
Notes") and commence concurrent cash tender offers (each, a "Tender
Offer") to purchase the outstanding notes described below, in each
case subject to market conditions and other factors. The New Notes
will be guaranteed on a senior unsecured basis by certain of
Broadcom's subsidiaries.
Broadcom intends to use the net proceeds from the sale of the
New Notes to repay certain of its existing indebtedness, including
funding the purchase of the Tender Offer Notes (defined below) and
the payment of accrued and unpaid interest, premiums, if any, fees
and expenses in connection therewith.
The notes offered to be purchased in the Tender Offers, listed
in the order of priority, are the (i) 3.000% senior notes due
January 15, 2022, issued by Broadcom
Corporation, (ii) 3.125% senior notes due April 15, 2021, issued by Broadcom Inc. and (iii)
2.200% senior notes due January 15,
2021, issued by Broadcom Corporation (the "Tender Offer
Notes") up to an aggregate purchase price, excluding accrued and
unpaid interest, of $1.0 billion (the
"Aggregate Purchase Price"). Broadcom may, but is under no
obligation, to increase the Aggregate Purchase Price based on the
proceeds it receives from the sale of the New Notes.
The terms and conditions of the Tender Offers are described in a
separate Offer to Purchase dated April 6,
2020 (the "Offer to Purchase"). The Tender Offers will
expire at 11:59 p.m., New York City time, on May 1, 2020 (the "Expiration Date"), unless
extended, earlier expired or terminated. Holders of the Tender
Offer Notes must validly tender and not validly withdraw their
Tender Offer Notes at or prior to 5:00
p.m. New York City time, on
April 17 2020 (the "Early Tender
Deadline") in order to be eligible to receive the applicable Total
Consideration, which includes the applicable Early Tender Premium.
Holders who validly tender their Tender Offer Notes after the Early
Tender Deadline and at or prior to the Expiration Date will be
eligible to receive only the applicable Tender Consideration.
The following table provides information with respect to the
notes offered to be purchased:
Series of
Notes
|
CUSIP
Number
|
Aggregate
Principal
Amount
Outstanding
|
Acceptance
Priority
Level
|
Tender
Consideration
|
Early
Tender
Premium
|
Total
Consideration
|
3.000% Senior Notes
due 2022
of Broadcom Corporation
|
11134L AC3
11134LAD1
U1108LAB5
|
$3,500,000,000
|
1
|
$972.50
|
$30.00
|
$1,002.50
|
3.125% Senior Notes
due 2021
of Broadcom Inc.
|
11135F AA9
U1109M AA4
|
$2,000,000,000
|
2
|
$970.00
|
$30.00
|
$1,000.00
|
2.200% Senior Notes
due 2021
of Broadcom Corporation
|
11134L AK5
11134LAJ8
U1109LAE9
|
$750,000,000
|
3
|
$970.00
|
$30.00
|
$1,000.00
|
In connection with the Tender Offers, J.P. Morgan Securities LLC
(the "Dealer Manager") is serving as dealer manager. D.F. King
& Co., Inc. is serving as the information and tender agent (the
"Information and Tender Agent"). Requests for assistance or copies
of the Offer to Purchase of any other documents related to the
Tender Offers may be directed to the Information and the Tender
Agent at the contact details set forth below. Questions or
requests for assistance in relation to the Tender Offers may be
directed to the Dealer Manager at the address and telephone numbers
set forth below.
None of Broadcom, the Information and Tender Agent, the Dealer
Manager or the Trustee makes any recommendation as to whether
Holders should tender their notes pursuant to the applicable offer,
and no one has been authorized by any of them to make such a
recommendation. Holders must make their own decisions as to whether
to tender their notes, and, if so, the principal amount of the
notes to tender.
The Dealer Manager
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Collect: (212) 834-8553
Toll-Free: (866) 834-4666
The Information and Tender Agent
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Banks and Brokers call: (212) 269-5550
Toll-free: (866) 416-0577
The New Notes are being sold in a private placement to persons
reasonably believed to be qualified institutional buyers pursuant
to Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"), and to non-U.S. persons outside the United States under Regulation S under the
Securities Act. The New Notes have not been and will not be
registered under the Securities Act, and may not be offered or sold
in the United States absent
registration or an applicable exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and other applicable securities laws.
This press release is neither an offer to sell nor a
solicitation of an offer to buy the New Notes, nor shall there be
any sale of the New Notes in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
This notice is being issued pursuant to and in accordance with Rule
135c under the Securities Act.
About Broadcom Inc.
Broadcom Inc., a Delaware
corporation headquartered in San Jose,
CA, is a global technology leader that designs, develops and
supplies a broad range of semiconductor and infrastructure software
solutions. Broadcom's category-leading product portfolio serves
critical markets including data center, networking, enterprise
software, broadband, wireless, storage and industrial. Our
solutions include data center networking and storage, enterprise,
mainframe and cyber security software focused on automation,
monitoring and security, smartphone components, telecoms and
factory automation.
Cautionary Note Regarding Forward-Looking Statements
This announcement contains forward-looking statements (including
within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, and Section 27A of the Securities Act concerning
Broadcom. These statements include, but are not limited to,
statements that address our expected future business and financial
performance 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 the Company'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: our acquisition of Symantec
Corporation's Enterprise Security business ("Symantec Business"),
including (1) potential difficulties in employee retention, (2)
unexpected costs, charges or expenses, and (3) our ability to
successfully integrate the Symantec Business and achieve the
anticipated benefits of the transaction; 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; our dependency on a
limited number of suppliers; global economic conditions and
concerns; international political and economic conditions; 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
businesses with our existing businesses and our ability to achieve
the benefits, growth prospects and synergies expected by such
acquisitions, including our recent acquisition of the Symantec
Business; government regulations and trade restrictions; our
significant indebtedness and the need to generate sufficient cash
flows to service and repay such debt; dependence on and risks
associated with distributors and resellers of our products;
dependence on senior management and our ability to attract and
retain qualified personnel; involvement in legal or administrative
proceedings; quarterly and annual fluctuations in operating
results; our ability to accurately estimate customers' demand and
adjust our manufacturing and supply chain accordingly; 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, warehouses 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; market acceptance of the end
products into which our products are designed; our ability to sell
to new types of customers and to keep pace with technological
advances; our compliance with privacy and data security laws; our
ability to protect against a breach of security systems; changes in
accounting standards; fluctuations in foreign exchange rates; 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. Many of the foregoing risks and uncertainties
are, and will be, exacerbated by the COVID-19 pandemic and any
worsening of the global business and economic environment as a
result.
Our filings with the Securities and Exchange Commission ("SEC"),
which you may obtain for free at the SEC's website at
http://www.sec.gov, discuss some of the important risk factors that
may affect our business, results of operations and financial
condition. Actual results may vary from the estimates provided. We
undertake no intent or obligation to publicly update or revise any
of the estimates and other forward-looking statements made in this
announcement, 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.