SAN JOSE, Calif., March 29, 2021 /PRNewswire/ -- Broadcom Inc.
(Nasdaq: AVGO) ("Broadcom" or the "Company") announced today the
results, as of the Early Participation Date of 5:00 p.m., New York
City time, on March 26, 2021,
of its offers to 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 $2,000,000,000 aggregate principal amount of the
Company's new notes due 2033 (the "New 2033 Notes") (the "Aggregate
Maximum Pool 1 Exchange Cap") and a cash payment, and to exchange
Pool 2 Existing Notes for consideration of up to $3,000,000,000 aggregate principal amount of the
Company's new notes due 2034 (the "New 2034 Notes" and, together
with the New 2033 Notes, the "New Notes") (the "Aggregate Maximum
Pool 2 Exchange Cap" and, together with the Aggregate Maximum Pool
1 Exchange Cap, the "Aggregate Maximum Exchange Cap") and a cash
payment, the complete terms and conditions of which are set forth
in an offering memorandum, dated March 15,
2021 (the "Offering Memorandum"). As a result of reaching
the Aggregate Maximum Exchange Cap by the Early Participation Date,
no Existing Notes tendered for exchange after the Early
Participation Date will be accepted for exchange, regardless of
priority level. Existing Notes not accepted for exchange will
be returned promptly to the tendering holders in accordance with
the Offering Memorandum. The date and time when the interest rate
on the New Notes, the Total Consideration and Exchange
Consideration for the Existing Notes will be determined is expected
to occur at 11:00 a.m., New York City time, on March 29, 2021.
The Company also announced that it has elected to have an early
settlement for Existing Notes tendered at or prior to the Early
Participation Date and accepted by the Company. Such early
settlement is expected to occur on March 31,
2021, subject to all the conditions to the Exchange Offers
having been satisfied or waived by the Company. Capitalized terms
not defined herein shall have the meanings ascribed to them in the
Offering Memorandum.
Capitalized terms not defined herein shall have the meanings
ascribed to them in the Offering Memorandum.
CUSIP Numbers
|
Title
of
Security
(collectively, the
"Pool 1 Existing Notes")
|
Principal
Amount
Outstanding
|
Acceptance Priority Level(1)
|
Principal Amount
Tendered(2)
|
11134L AP4
(Exch)
|
3.125% Senior Notes
due 1/15/2025, issued by Broadcom Corporation
|
$1,000,000,000
|
1
|
|
$414,931,000
|
|
|
|
|
|
11135F BC4
(Exch)
|
4.700% Senior Notes
due 4/15/2025, issued by the Company
|
$2,250,000,000
|
2
|
|
$1,002,653,000
|
|
|
|
|
|
11135F AT8
(144A) U1109M AM8 (Reg
S) 11135F BB6 (Exch)
|
3.150% Senior Notes
due 11/15/2025, issued by the Company
|
$2,250,000,000
|
3
|
|
$1,085,219,000
|
|
|
|
|
Total:
|
$2,502,803,000
|
|
|
(1)
|
Subject to the terms
and conditions of the Exchange Offers, including, but not limited
to, the Aggregate Maximum Pool 1 Exchange Cap, the Pool 1 Existing
Notes will be 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 March 26, 2021, based on information
provided by the information agent and exchange agent to the
Company.
|
CUSIP Numbers
|
Title
of
Security
(collectively, the
"Pool 2 Existing Notes")
|
Principal
Amount
Outstanding
|
Acceptance Priority Level(1)
|
Principal Amount
Tendered(2)
|
11134L AE9
(144A) U1108L AC3 (Reg
S) 11134L AF6
|
3.625% Senior Notes,
due 1/15/2024, issued by Broadcom Corporation
|
$1,352,128,000
|
1
|
|
$523,527,000
|
|
|
|
|
|
11135 AD3
(144A) U1109M AD8 (Reg
S) 11135F AY7 (Exch)
|
3.625% Senior Notes,
due 10/15/2024, issued by the Company
|
$1,044,409,000
|
2
|
|
$422,263,000
|
|
|
|
|
|
11135F AE1
(144A) U1109M AE6 (Reg
S) 11135F AZ4 (Exch)
|
4.250% Senior Notes,
due 4/15/2026, issued by the Company
|
$2,500,000,000
|
3
|
|
$1,317,164,000
|
|
|
|
|
|
11134L AG4
(144A) U1108L AD1 (Reg
S) 11134L AH2 (Exch)
|
3.875% Senior Notes,
due 1/15/2027, issued by Broadcom Corporation
|
$4,800,000,000
|
4
|
|
$1,873,030,000
|
|
|
|
|
|
12673P AJ4
(144A)
|
4.700% Senior Notes,
due 3/15/2027, issued by CA, Inc.
|
$350,000,000
|
5
|
|
$109,829,000
|
|
|
|
|
|
11135F AM3
(144A) U1109M AJ5 (Reg
S) 11135F AN1 (Exch)
|
3.459% Senior Notes,
due 9/15/2026, issued by the Company
|
$1,695,320,000
|
6
|
|
$653,358,000
|
|
|
|
|
Total:
|
$4,899,171,000
|
|
|
(1)
|
Subject to the terms
and conditions of the Exchange Offers, including, but not limited
to, the Aggregate Maximum Pool 2 Exchange Cap, the Pool 2 Existing
Notes will be 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 March 26, 2021, 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.
The amount of outstanding Existing Notes validly tendered and
not validly withdrawn as of the Early Participation Date, as
reflected in the tables above, is expected to result in the
satisfaction of the minimum issuance condition that the Company
issue at least $500,000,000 aggregate
principal amount of each series of New Notes in the applicable
Exchange Offers.
The Exchange Offers will expire at 12:00 midnight, New York City time, at the end of April 9, 2021, 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
March 26, 2021. As a result, all
tenders of Existing Notes that have been validly tendered and not
validly withdrawn prior to, and any tenders of Existing Notes
validly 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, BofA Securities and HSBC 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
BofA Securities
620 S. Tryon Street, 20th Floor
Charlotte, North Carolina
28255
Attention: Liability Management
Collect: (980) 387-3907
HSBC
452 Fifth Avenue
New York, New York 10018
Attention: Global Liability
Management Group
Toll-Free: (888) HSBC-4LM
Collect: (212) 525-5552
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 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 had, and will likely continue to have, a negative impact on 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.
Ji Yoo
Investor Relations
408-433-8000
investor.relations@broadcom.com
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SOURCE Broadcom Inc.