SAN JOSE, Calif., March 29, 2021 /PRNewswire/ -- Broadcom Inc.
(Nasdaq: AVGO) ("Broadcom" or the "Company") announced today the
pricing terms of the Company's new notes due 2033 (the "New
2033 Notes") and new notes due 2034 (the "New 2034 Notes" and,
together with the New 2033 Notes, the "New Notes") to be issued in
connection with 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 $2,250,000,000 aggregate principal amount of 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 $3,250,000,000
aggregate principal amount of the New 2034 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"). The
Aggregate Maximum Cap of $5.5 billion
represents an increase in size from the previously announced
Aggregate Maximum Exchange Cap of $5.0
billion. 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. Based
on these results, it is anticipated that the Pari Guarantee Release
Clause will be triggered and, accordingly, the New Notes will be
issued without guarantees. 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)
|
3.419% Senior
Notes due 2033
|
$2,249,998,000
|
1.125% due
February
15,
2031
|
173
|
3.419%
|
3.469% Senior
Notes due 2034
|
$3,250,000,000
|
1.125% due
February
15,
2031
|
178
|
3.469%
|
|
(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 2033
Notes and the New 2034 Notes had a bid-side yield of 1.689% 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:
Pool 1 Offers
CUSIP
Numbers
|
Title of
Security
|
Fixed
Spread(bps)
|
Reference U.S.
Treasury
Security; Bid Side
Yield
|
Yield(1)
|
Total
Consideration(2)
|
11134L AP4
(Exch)
|
3.125% Senior
Notes due
1/15/2025, issued
by Broadcom
Corporation
|
40
|
2.250% due
November 15,
2024; 0.492%
|
0.892%
|
$1,079.42
|
11135F BC4
(Exch)
|
4.700% Senior
Notes due
4/15/2025, issued
by the Company
|
50
|
1.125% due
February 28, 2025;
0.586%
|
1.086%
|
$1,139.56
|
11135F AT8
(144A) U1109M AM8 (Reg
S) 11135F BB6 (Exch)
|
3.150% Senior
Notes due
11/15/2025, issued
by the Company
|
50
|
0.250% due
September 30,
2025; 0.750%
|
1.250%
|
$1,083.58
|
|
(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.
|
(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.
|
Pool 2 Offers
CUSIP
Numbers
|
Title of
Security
|
Fixed
Spread(bps)
|
Reference U.S.
Treasury
Security; Bid Side
Yield
|
Yield(1)
|
Total
Consideration(2)
|
11134L AE9
(144A) U1108L AC3 (Reg
S) 11134L AF6
|
3.625% Senior Notes,
due
1/15/2024, issued
by Broadcom Corporation
|
25
|
0.250% due
November 15,
2023; 0.241%
|
0.491%
|
$1,081.55
|
|
|
|
|
|
|
11135 AD3
(144A) U1109M AD8 (Reg
S) 11135F AY7 (Exch)
|
3.625% Senior Notes,
due
10/15/2024, issued
by the Company
|
25
|
1.250% due
August 31, 2024;
0.441%
|
0.691%
|
$1,100.02
|
|
|
|
|
|
|
11135F AE1
(144A) U1109M AE6 (Reg
S) 11135F AZ4 (Exch)
|
4.250% Senior Notes,
due
4/15/2026, issued
by the Company
|
85
|
0.500% due
February 28, 2026;
0.848%
|
1.698%
|
$1,118.86
|
|
|
|
|
|
|
11134L AG4
(144A) U1108L AD1 (Reg
S) 11134L AH2 (Exch)
|
3.875% Senior Notes,
due
1/15/2027, issued
by Broadcom Corporation
|
115
|
0.500% due
February 28, 2026;
0.848%
|
1.998%
|
$1,097.95
|
|
|
|
|
|
|
12673P AJ4
(144A)
|
4.700% Senior Notes,
due
3/15/2027, issued
by CA, Inc.
|
125
|
0.500% due
February 28, 2026;
0.848%
|
2.098%
|
$1,139.25
|
11135F AM3
(144A) U1109M AJ5 (Reg
S) 11135F AN1 (Exch)
|
3.459% Senior Notes,
due
9/15/2026, issued
by the Company
|
100
|
0.500% due
February 28, 2026;
0.848%
|
1.848%
|
$1,080.83
|
|
(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.
|
(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.
|
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(2)
|
Principal
Amount
Accepted by
Broadcom
|
Early
Participant
Payment(4)(6)
|
Total
Consideration
Amount(5)(6)
|
Principal
Amount of
New
Notes(6)
|
Cash
Payment(6)
|
11134L AP4
(Exch)
|
3.125%
Senior Notes
due
1/15/2025,
issued by
Broadcom
Corporation
|
$1,000,000,000
|
1
|
$414,931,000
|
$414,931,000
|
$50
|
$1,079.42
|
$1,000
|
$79.42
|
11135F BC4
(Exch)
|
4.700%
Senior Notes
due
4/15/2025,
issued by
the
Company
|
$2,250,000,000
|
2
|
$1,002,653,000
|
$1,002,653,000
|
$50
|
$1,139.56
|
$1,000
|
$139.56
|
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
|
$832,414,000(3)
|
$50
|
$1,083.58
|
$1,000
|
$83.58
|
Total:
|
|
|
|
$2,502,803,000
|
$2,249,998,000
|
|
|
|
|
|
(1) The
Company expects to accept for exchange these Pool 1 Existing Notes
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 and exchange agent to the
Company.
|
(3) Pro ration factor of
76.737%.
|
(4) For
the avoidance of doubt, the $50 per $1,000 Early Participant
Payment is included within the Total Consideration and is not in
addition to it.
|
(5) Does not reflect any
accrued and unpaid interest. The Company will pay accrued and
unpaid interest on the Existing Notes up to, but excluding, the
date on which the exchange of Existing Notes accepted for exchange
is settled.
|
(6)
Per $1,000 principal amount of Pool 1 Notes.
|
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(2)
|
Principal
Amount
Accepted by
Broadcom
|
Early
Participant
Payment(4)
|
Total
Consideration
Amount(5)(6)
|
Principal
Amount of
New Notes(6)
|
Cash
Payment(6)
|
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
|
$523,527,000
|
$50
|
$1,081.55
|
$1,000
|
$81.55
|
11135F 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
|
$422,263,000
|
$50
|
$1,100.02
|
$1,000
|
$100.02
|
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
|
$1,317,164,000
|
$50
|
$1,118.86
|
$1,000
|
$118.86
|
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
|
$987,046,000(3)
|
$50
|
$1,097.95
|
$1,000
|
$97.95
|
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
|
$3,250,000,000
|
|
|
|
|
|
(1) The Company expects to accept for
exchange these Pool 2 Existing Notes 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 and exchange agent to the Company.
|
(3) Pro ration factor of
52.717%.
|
(4)
For the avoidance of doubt, the $50 per $1,000 Early
Participant Payment is included within the Total Consideration and
is not in addition to it.
|
(5) Does not reflect any
accrued and unpaid interest. The Company will pay accrued and
unpaid interest on the Existing Notes up to, but excluding, the
date on which the exchange of Existing Notes accepted for exchange
is settled.
|
(6) Per
$1,000 principal amount of Pool 2 Notes.
|
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 excluding, the date on which the exchange of Existing Notes
accepted for exchange is settled, 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 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
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, 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. (AVGO-P)
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.