SAN JOSE, Calif.,
April 22, 2020 /PRNewswire/ -- Broadcom Inc. (Nasdaq: AVGO)
("Broadcom") today announced the early results of the previously
announced cash tender offers (each, a "Tender Offer" and
collectively, the "Tender Offers") to purchase the outstanding
notes described below, in each case subject to certain terms and
conditions set forth in the Offer to Purchase dated April 6,
2020, as amended and supplemented (the "Offer to
Purchase"), market conditions and
other factors. Capitalized terms used and not defined in this press
release have the meanings given to them in the Offer to
Purchase.
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 (the "2022 Notes"), (ii) 3.125% senior notes due
April 15, 2021, issued by Broadcom
Inc. (the "April 2021 Notes") and
(iii) 2.200% senior notes due January 15,
2021, issued by Broadcom Corporation (the "January 2021 Notes," and together with the 2022
Notes and the April 2021 Notes, the
"Tender Offer Notes") up to an aggregate purchase price, excluding
accrued and unpaid interest, of $4,064,453,035 (the "Aggregate Maximum Tender
Cap"), of which up to $351,130,000
may be used to purchase the 2.200% senior notes due January 15, 2021 (the "January 2021 Notes Cap"). The Aggregate Maximum
Tender Cap represents an increase in size from the previously
announced Aggregate Maximum Tender Cap of $3.75 billion, and the January 2021 Notes Cap represents an increase in
size from the previously announced January
2021 Notes Cap of $250
million.
The Withdrawal Deadline has passed and Tender Offer Notes
tendered pursuant to the Tender Offers may no longer be withdrawn,
except in the limited circumstances described in the Offer to
Purchase. As of 5:00 p.m., New York
City time, on April 21, 2020
(the "Early Tender Deadline"), approximately $3.986 billion aggregate principal amount of
Tender Offer Notes were validly tendered and not validly withdrawn,
as set forth in more detail in the table below. As a result of
reaching the Aggregate Maximum Tender Cap by the Early Tender
Deadline, no Tender Offer Notes tendered after the Early Tender
Deadline will be accepted for purchase, regardless of priority
level. Tender Offer Notes not accepted for purchase will be
returned promptly to the tendering Holders in accordance with the
Offer to Purchase.
Series of
Notes
|
|
CUSIP
Number (1)
|
|
Aggregate
Principal
Amount
Outstanding Prior
to the Tender Offers
|
|
Acceptance
Priority
Level
|
|
Principal
Amount
Accepted by
Broadcom for
Purchase
|
|
Revised Cap
Amount
|
|
Total
Consideration (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.000% Senior
Notes
due 2022 of
Broadcom
Corporation
|
|
11134L AC3
11134LAD1
U1108LAB5
|
|
$3,500,000,000
|
|
1
|
|
$2,361,026,000
|
|
N/A
|
|
$2,420,051,650
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.125% Senior
Notes
due 2021 of Broadcom Inc.
|
|
11135F AA9
U1109M AA4
|
|
$2,000,000,000
|
|
2
|
|
$1,274,159,000
|
|
N/A
|
|
$1,293,271,385
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.200% Senior
Notes
due 2021 of
Broadcom
Corporation
|
|
11134L AK5
11134LAJ8
U1108LAE9
|
|
$750,000,000
|
|
3
|
|
$351,130,000
|
|
$351,130,000
|
|
$351,130,000
|
(1)
|
No representation is
made as to the correctness or accuracy of the CUSIP numbers listed
in this table or printed on the Tender Offer Notes. They are
provided solely for the convenience of holders of the Tender Offer
Notes.
|
(2)
|
Includes the Early
Tender Premium of $30.00 per $1,000 principal amount of Tender
Offer Notes validly tendered at or prior to the Early Tender
Deadline (and not validly withdrawn) and accepted for purchase by
us.
|
As of the Early Tender Deadline, all conditions to the Tender
Offers set forth in the Offer to Purchase have been satisfied. In addition to
the applicable Total Consideration, accrued and unpaid interest
from the last interest payment date up to, but not including, the
early settlement date, which is currently expected to occur on
April 23, 2020 (the "Early Settlement
Date"), will be paid by Broadcom in same day funds on the Early
Settlement Date on all validly tendered Tender Offer Notes accepted
for purchase in the Tender Offers.
General
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
or 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.
This announcement is for informational purposes only and is not
an offer to purchase or sell or a solicitation of an offer to
purchase or sell, with respect to any securities. The Tender Offers
are being made only pursuant to the terms of the Offer to
Purchase. 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
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 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: 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.