SAN JOSE, Calif., May 19, 2020 /PRNewswire/ -- Broadcom Inc.
(Nasdaq: AVGO) ("Broadcom" or the "Company") announced today the
pricing terms of the Company's new notes due 2026 (the "New
2026 Notes") and new notes due 2028 (the "New 2028 Notes" and,
together with the New 2026 Notes, the "New Notes") to be issued in
connection with its offers to certain eligible holders (together,
the "Exchange Offers") of the Company's or its subsidiaries' Pool 1
Existing Notes and Pool 2 Existing Notes listed in the tables below
(collectively, the "Existing Notes") to exchange Pool 1 Existing
Notes for consideration consisting of up to $2,200,000,000 aggregate principal amount of the
New 2026 Notes and to exchange Pool 2 Existing Notes for
consideration of up to $3,750,000,000
aggregate principal amount of the New 2028 Notes, the complete
terms and conditions of which are set forth in an offering
memorandum, dated May 5, 2020 (the
"Offering Memorandum"). Capitalized terms not defined herein shall
have the meanings ascribed to them in the Offering Memorandum.
The aggregate principal amount, fixed spread and interest rate
of each series of New Notes expected to be issued by the Company is
set forth in the table below:
Title of
Security
|
Aggregate
Principal Amount Expected to be Issued
|
Reference U.S.
Treasury Security
|
Fixed Spread
(bps)
|
Interest
Rate(1)
|
3.459% Notes due
2026
|
$1,694,847,000
|
0.375% U.S. Treasury
Notes due August 30, 2025
|
310
|
3.459%
|
4.110% Notes due
2028
|
$2,221,096,000
|
1.500% U.S. Treasury
Notes due February 15, 2030
|
340
|
4.110%
|
(1)
The interest rate reflects the bid-side
yield on the Reference UST Security plus the applicable fixed
spread, calculated in accordance with the procedures set forth in
the Offering Memorandum. The Reference UST Security with respect to
the New 2026 Notes and the New 2028 Notes had a bid-side yield of
0.359% and 0.710%, respectively, as of the Pricing Time of the
Exchange Offers.
|
For each $1,000 principal amount
of each series of Existing Notes validly tendered and not validly
withdrawn as of the Early Participation Date and accepted for
exchange by the Company, the following table sets forth the
applicable yield and the Total Consideration (subject to rounding
and cash in lieu of fractional amounts of New Notes) to be received
by Eligible Holders, as priced below:
CUSIP
Numbers
|
Title
of
Security
|
Fixed Spread
(bps)
|
Yield(1)
|
Total
Consideration(2)
|
11134LAJ8
(144A)U1108LAE9 (Reg
S)11134LAK5
|
2.200% Senior Notes,
due 1/15/2021, issued by Broadcom Corporation
|
60
|
0.777%
|
$1,009.20*
|
11135FAA9 (144A)
U1109MAA4 (Reg S)
|
3.125% Senior Notes,
due 4/15/2021, issued by Broadcom Inc.
|
80
|
0.977%
|
$1,019.19*
|
11134LAC3 (144A)
U1108LAB5 (Reg S) 11134LAD1
|
3.000% Senior Notes,
due 1/15/2022, issued by Broadcom Corporation
|
85
|
1.027%
|
$1,030.58*
|
12673PAH8
|
3.600% Senior Notes,
due 8/15/2022, issued by CA, Inc.
|
140
|
1.577%
|
$1,042.59*
|
11135FAC5 (144A)
U1109MAC0 (Reg S)
|
3.125% Senior Notes,
due 10/15/2022 issued by Broadcom Inc.
|
115
|
1.327%
|
$1,042.33*
|
11134LAE9
(144A)U1108LAC3 (Reg
S)11134LAF6
|
3.625% Senior Notes,
due 1/15/2024, issued by Broadcom Corporation
|
170
|
2.059%
|
$1,052.38**
|
11135FAD3 (144A)
U1109MAD8 (Reg S)
|
3.625% Senior Notes,
due 10/15/2024, issued by Broadcom Inc.
|
175
|
2.109%
|
$1,062.23**
|
(1) The yield reflects the bid-side yield on the
Reference UST Security plus the applicable fixed spread, calculated
in accordance with the procedures set forth in the Offering
Memorandum. The Reference UST Security with respect to the Pool 1
Existing Notes and the Pool 2 Existing Notes had a bid-side yield
of 0.177% and 0.359%, respectively, as of the Pricing Time of the
Exchange Offers.
|
(2) The Total Consideration includes an Early
Participation Payment of $50 (payable in applicable New Notes) for
each $1,000 principal amount of each series of Existing Notes
validly tendered at or prior to the Early Participation Date and
accepted for exchange.
|
* Payable in New 2026
Notes.
|
** Payable in New
2028 Notes.
|
The table below identifies the aggregate principal amount of
each series of Pool 1 Existing Notes validly tendered (and not
validly withdrawn) in the Pool 1 Offers as of the Early
Participation Date and the principal amount of each series of Pool
1 Existing Notes that the Company expects to accept for exchange on
the Early Settlement Date:
Pool 1 Offers
CUSIP
Numbers
|
Title
of
Security
(collectively, the
"Pool 1 Existing Notes")
|
Principal
Amount
Outstanding
|
Acceptance Priority Level(1)
|
Principal Amount
Tendered and Accepted(2)
|
11134LAJ8
(144A)U1108LAE9 (Reg
S)11134LAK5
|
2.200% Senior Notes,
due 1/15/2021, issued by Broadcom Corporation
|
$398,870,000
|
1
|
$117,133,000
|
11135FAA9 (144A)
U1109MAA4 (Reg S)
|
3.125% Senior Notes,
due 4/15/2021, issued by Broadcom Inc.
|
$725,841,000
|
2
|
$200,499,000
|
11134LAC3 (144A)
U1108LAB5 (Reg S) 11134LAD1
|
3.000% Senior Notes,
due 1/15/2022, issued by Broadcom Corporation
|
$1,138,974,000
|
3
|
$297,061,000
|
12673PAH8
|
3.600% Senior Notes,
due 8/15/2022, issued by CA, Inc.
|
$500,000,000
|
4
|
$216,359,000
|
11135FAC5 (144A)
U1109MAC0 (Reg S)
|
3.125% Senior Notes,
due 10/15/2022 issued by Broadcom Inc.
|
$1,500,000,000
|
5
|
$806,970,000
|
(1)
The Pool 1 Existing Notes have been
accepted in accordance with the acceptance priority levels set
forth in this table.
|
(2)
The aggregate principal amounts of Pool 1
Existing Notes that have been validly tendered for exchange and not
validly withdrawn, as of 5:00 p.m., New York City time, on May 18,
2020, based on information provided by the information agent and
exchange agent to the Company.
|
The table below identifies the aggregate principal amount of
each series of Pool 2 Existing Notes validly tendered (and not
validly withdrawn) in the Pool 2 Offers as of the Early
Participation Date and the principal amount of each series of Pool
2 Existing Notes that the Company expects to accept for exchange on
the Early Settlement Date:
Pool 2 Offers
CUSIP
Numbers
|
Title
of
Security
(collectively, the
"Pool 2 Existing Notes")
|
Principal
Amount
Outstanding
|
Acceptance Priority Level(1)
|
Principal Amount
Tendered and Accepted(2)
|
11134LAE9
(144A)U1108LAC3 (Reg
S)11134LAF6
|
3.625% Senior Notes,
due 1/15/2024, issued by Broadcom Corporation
|
$2,500,000,000
|
1
|
$1,146,823,000
|
11135FAD3 (144A)
U1109MAD8 (Reg S)
|
3.625% Senior Notes,
due 10/15/2024, issued by Broadcom Inc.
|
$2,000,000,000
|
2
|
$955,389,000
|
(1) The Pool 2 Existing Notes have been accepted in
accordance with the acceptance priority levels set forth in this
table.
|
(2)
The aggregate principal amounts of Pool 2
Existing Notes that have been validly tendered for exchange and not
validly withdrawn, as of 5:00 p.m., New York City time, on May 18,
2020, based on information provided by the information agent and
exchange agent to the Company.
|
The Exchange Offers are being conducted upon the terms and
subject to the conditions set forth in the Offering Memorandum.
Consummation of the Exchange Offers is subject to a number of
conditions.
For each $1,000 principal amount
of Existing Notes validly tendered and not validly withdrawn, and
accepted for exchange by the Company, Eligible Holders of such
Existing Notes will also receive cash payment for accrued and
unpaid interest on the applicable series of Existing Notes up to,
but not including, the Early Settlement Date, as well as a cash
payment due in lieu of fractional amounts of New Notes.
The Exchange Offers will expire at 12:00 midnight, New York City time, at the end of June 2, 2020, unless extended or earlier
terminated by the Company. In accordance with the terms of the
Exchange Offers, the Withdrawal Deadline relating to the Exchange
Offers occurred at 5:00 p.m.,
New York City time, on
May 18, 2020. As a result, all
Existing Notes that have been validly tendered and not validly
withdrawn, and any Existing Notes tendered after the Withdrawal
Deadline, are irrevocable, except in certain limited circumstances
where additional withdrawal rights are required by law.
If and when issued, the New Notes will not have been registered
under the Securities Act of 1933, as amended (the "Securities
Act"), or any state securities laws. The New Notes may not be
offered or sold in the United
States or to any U.S. persons except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws. The Company will enter into a registration
rights agreement with respect to the New Notes. The New Notes will
be unsecured obligations of the Company and will rank pari passu
with all other unsecured and unsubordinated indebtedness of the
Company.
The Exchange Offers are only being made, and copies of the
documents relating to the Exchange Offers will only be made
available, to a holder of Existing Notes who has certified in an
eligibility certification certain matters to the Company, including
its status as a "qualified institutional buyer" as defined in Rule
144A under the Securities Act or who is a person other than a "U.S.
person" as defined in Rule 902 under the Securities Act. Holders of
Existing Notes who desire access to the electronic eligibility form
should contact D.F. King & Co., Inc., the information agent
(the "Information Agent") for the Exchange Offers, at (866)
416-0577 (U.S. Toll-free) or (212) 269-5550 (Collect). Holders that
wish to receive the Offering Memorandum can certify eligibility on
the eligibility website at: http://www.dfking.com/broadcom. In
connection with the Exchange Offers, Barclays Capital Inc. and
Credit Suisse Securities (USA)
Inc. are acting as dealer managers (collectively, the "Dealer
Managers"). Questions or requests for assistance in relation to the
Exchange Offers may be directed to the Dealer Managers at the
addresses and telephone numbers set forth below.
The Dealer Managers
Barclays
745 Seventh Avenue, 5th Floor
New York, New York 10019
Attention: Liability Management Group
U.S. Toll Free: (800) 438-3242
Collect: (212) 528-7581
Credit Suisse
11 Madison Avenue
New York, New York 10010
Attention: Liability Management Group
U.S. Toll Free: (800) 820-1653
Collect: (212) 325-2476
The Information and Tender Agent
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Attention: Andrew Beck
Banks and Brokers call: (212) 269-5550
Toll-free: (866) 416-0577
This news release does not constitute an offer or an invitation
by the Company to participate in the Exchange Offers in any
jurisdiction in which it is unlawful to make such an offer or
solicitation in such jurisdiction. None of Broadcom, the
Information Agent or the Dealer Managers makes any recommendation
as to whether any eligible holders should participate in the
applicable Exchange Offer, and no one has been authorized by any of
them to make such a recommendation. Eligible holders must make
their own decisions as to whether to exchange their Existing Notes,
and if so, the principal amount of such Existing Notes to be
exchanged.
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.