SAN JOSE, Calif., Jan. 19, 2021 /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 and Solicitation of
Consents dated January 4, 2021, as
amended and supplemented (the "Statement"), market conditions and
other factors. Capitalized terms used and not defined in this press
release have the meanings given to them in the Statement.
The notes offered to be purchased in the Tender Offers, listed
in the order of priority, are the (i) 3.125% senior notes due 2021
of Broadcom Inc., (ii) 3.000% senior notes due 2022 of Broadcom
Corporation, (iii) 3.600% senior notes due 2022 of CA, Inc., (iv)
3.125% senior notes due 2022 of Broadcom Inc., (v) 2.650% senior
notes due 2023 of Broadcom Corporation, (vi) 4.500% senior notes
due 2023 of CA, Inc. and (vii) 2.250% senior notes due 2023 of
Broadcom Inc. (the "Tender Offer Notes") up to an aggregate
purchase price, excluding accrued and unpaid interest, of
$3.5 billion (the "Aggregate Maximum
Tender Cap").
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tendered pursuant to the Tender Offers may no longer be withdrawn,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 Statement. As
of 5:00 p.m., New York City time, on January 15, 2021 (the "Early Tender Deadline"),
approximately $2.901 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tendered and not validly withdrawn, as set forth in more detail in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.
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
|
Total
Consideration(2)
|
3.125% Senior Notes
due 2021
of Broadcom Inc.
|
11135F AA9
(144A)
U1109M AA4
(Reg S)
11135F AW1
(Exch)
|
$525,342,000
|
1
|
$251,119,000
|
$252,826,609.20
|
3.000% Senior Notes
due 2022
of Broadcom Corporation
|
11134L AC3
(144A)
U1108L AB5 (Reg
S)
11134L AD1
(Exch)
|
$841,913,000
|
2
|
$272,704,000
|
$279,303,436.80
|
3.600% Senior Notes
due 2022
of CA, Inc.
|
12673P AH8
|
$283,351,000
|
3
|
$139,641,000
|
$146,315,839.80
|
3.125% Senior Notes
due 2022
of Broadcom Inc.
|
11135F AC5
(144A)
U1109M AC0 (Reg
S)
11135F AX9
(Exch)
|
$692,841,000
|
4
|
$504,461,000
|
$528,826,466.30
|
2.650% Senior Notes
due 2023
of Broadcom Corporation
|
11134L AM1
(Exch)
|
$1,000,000,000
|
5
|
$738,777,000
|
$772,021,965.00
|
4.500% Senior Notes
due 2023
of CA, Inc.
|
12673P AE5
|
$250,000,000
|
6
|
$106,893,000
|
$117,935,046.90
|
2.250% Senior Notes
due 2023
of Broadcom Inc.
|
11135 AU5
(144A)
U1109M AN6 (Reg
S)
11135F AV3
(Exch)
|
$1,000,000,000
|
7
|
$887,663,000
|
$932,223,682.60
|
(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.
|
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 January 20, 2021 (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.
The Tender Offers will expire at 11:59
p.m., New York City time,
on February 1, 2021 (as the same may
be extended, earlier expired or terminated with respect to one or
more series of Tender Offer Notes, the "Expiration Date"). Holders
of Tender Offer Notes who validly tender their Tender Offer Notes
after the Early Tender Deadline and on or before the Expiration
Date and whose Tender Offer Notes are accepted for purchase will
receive only the applicable purchase price, as fully described in
the Statement. The purchase price for the Tender Offer Notes
accepted for purchase pursuant to the Tender Offers will be
calculated by taking the Total Consideration for the applicable
series and subtracting from it the Early Tender Premium for such
series. The purchase price plus accrued interest for Tender Offer
Notes that are validly tendered after the Early Tender Deadline and
on or before the Expiration Date and accepted for purchase will be
paid by the purchasers in same-day funds promptly
following the Expiration Date on the final settlement date, which
is currently expected to occur on February
3, 2021. No tenders will be valid if submitted after the
Expiration Date.
General
In connection with the Tender Offers and Consent Solicitations,
Citigroup Global Markets Inc. and Wells Fargo Securities, LLC are
acting as the dealer managers for the Tender Offers and
Solicitation Agents for the Consent Solicitations (collectively,
the "Dealer Managers and Solicitation Agents"). 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 Statement or any other documents related to the Tender
Offers and Consent Solicitations may be directed to the Information
and Tender Agent at the contact details set forth below. Questions
or requests for assistance in relation to the Tender Offers and
Consent Solicitations may be directed to the Dealer Managers and
Solicitation Agents at the addresses 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 Statement. None of
Broadcom, the Information and Tender Agent, the Dealer Managers,
the Solicitation Agents 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 Managers and Solicitation Agents
Citigroup Global Markets Inc.
388 Greenwich Street, 7th Floor
New York, New York 10013
Attention: Liability Management Group
Collect: (212) 723-6106
Toll-Free: (800) 558-3745
Wells Fargo Securities, LLC
550 South Tryon Street, 5th Floor
Charlotte, North Carolina,
28202
Attention: Liability Management Group
Collect: (704) 410-4756
Toll-Free: (866) 309-6316
Email: liabilitymanagement@wellsfargo.com
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 United States
Securities Exchange Act of 1934, as amended, and Section 27A
of the United States 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 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: the COVID-19 pandemic, which
has, and will likely continue to, negatively impact the global
economy and disrupt normal business activity, and which may have an
adverse effect on our results of operations; 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; global political and economic conditions; government
regulations, trade restrictions and trade tensions; 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; 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; 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; 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; 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
View original
content:http://www.prnewswire.com/news-releases/broadcom-inc-announces-early-results-of-previously-announced-debt-tender-offers-301210834.html
SOURCE Broadcom Inc.