SAN JOSE, Calif., Sept. 27, 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 September 24,
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 (subject to, among others, the acceptance priority levels)
for consideration consisting of a combination of the Company's new
notes due 2035 (the "New 2035 Notes") and a cash payment, and to
exchange Pool 2 Existing Notes (subject to, among others, the
acceptance priority levels) for consideration consisting of a
combination of the Company's new notes due 2036 (the "New 2036
Notes" and, together with the New 2035 Notes, the "New Notes") and
a cash payment, the complete terms and conditions of which are set
forth in an offering memorandum, dated September 13, 2021 (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 September 27,
2021.
The Company announced that it will (i) waive the Pool 1 Sub-caps
and Pool 2 Sub-Cap as set out in the Offering Memorandum and (ii)
increase the maximum aggregate principal amount of Existing Notes
that it will accept for purchase as summarized in the table
below:
|
Original
Amount
|
Upsized
Amount
|
Aggregate principal
amount of Pool 1 Existing Notes that the Company will accept for
purchase (the "2035 Notes Cap")
|
$2,750,000,000
|
$3,250,000,000
|
Aggregate principal
amount of Pool 2 Existing Notes that the Company will accept for
purchase (the "2036 Notes Cap",
together with the 2035 Notes Cap, the "New Notes Cap")
|
$2,250,000,000
|
$2,750,000,000
|
New Notes
Cap
|
$5,000,000,000
|
$6,000,000,000
|
As a result of reaching the New Notes 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.
Other than the waiver of the Pool 1 Sub-Caps and the Pool 2
Sub-Cap, and increase of the 2035 Notes Cap, 2036 Notes Cap and New
Notes Cap as set forth above, the other terms of the Exchange
Offers remain unchanged and as set forth in the Offering
Memorandum.
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 September
30, 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.
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
|
$585,069,000
|
1
|
$90,528,000
|
11135F BC4
(Exch)
|
4.700% Senior Notes
due 4/15/2025,
issued by the Company
|
$1,247,347,000
|
2
|
$227,633,000
|
11135F AT8
(144A)
U1109M AM8 (Reg
S)
11135F BB6
(Exch)
|
3.150% Senior Notes
due 11/15/2025,
issued by the Company
|
$1,417,586,000
|
3
|
$517,730,000
|
11135F AE1
(144A)
U1109M AE6 (Reg
S)
11135F AZ4
(Exch)
|
4.250% Senior Notes
due 4/15/2026,
issued by the Company
|
$1,182,836,000
|
4
|
$238,348,000
|
11135F AN1
(Exch)
|
3.459% Senior Notes
due 9/15/2026,
issued by the Company
|
$1,695,320,000
|
5
|
$943,002,000
|
11134L AG4
(144A)
U1108L AD1 (Reg
S)
11134L AH2
(Exch)
|
3.875% Senior Notes
due 1/15/2027,
issued by Broadcom Corporation
|
$3,812,954,000
|
6
|
$890,672,000
|
12673P AJ4
(144A)
|
4.700% Senior Notes
due 3/15/2027,
issued by CA, Inc.
|
$350,000,000
|
7
|
$84,898,000
|
11135F AK7
(144A)
U1109M AH9 (Reg
S)
11135F AL5
(Exch)
|
4.110% Senior Notes
due 9/15/2028,
issued by the Company
|
$2,222,349,000
|
8
|
$1,144,192,000
|
Total:
|
|
|
|
$4,137,003,000
|
|
(1)
Subject to the terms and conditions of the Exchange Offers,
including, but not limited to, the 2035 Notes Cap, the Pool 1
Existing Notes will be accepted in accordance with the acceptance
priority levels set forth in this table. The Company has waived the
Pool 1 Sub-Caps set out in the Offering Memorandum.
|
(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 September 24, 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 AQ2
(144A)
U1108L AH2 (Reg
S)
11134L AR0
(Exch)
|
3.500% Senior Notes
due 1/15/2028,
issued by Broadcom Corporation
|
$1,250,000,000
|
1
|
$472,973,000
|
11135F AH4
(144A)
U1109M AG1 (Reg
S)
11135F BD2
(Exch)
|
5.000% Senior Notes
due 4/15/2030,
issued by the Company
|
$2,250,000,000
|
2
|
$1,164,086,000
|
11135F AB7
(144A)
U1109M AB2 (Reg
S)
11135F BA8
(Exch)
|
4.750% Senior Notes
due 4/15/2029,
issued by the Company
|
$3,000,000,000
|
3
|
$1,041,999,000
|
11135F AP6
(144A)
U1109M AK2 (Reg
S)
11135F AQ4
(Exch)
|
4.150% Senior Notes
due 11/15/2030,
issued by the Company
|
$2,750,000,000
|
4
|
$1,386,331,000
|
Total:
|
|
|
|
$4,065,389,000
|
|
(1) Subject to the terms and
conditions of the Exchange Offers, including, but not limited to,
the 2036 Notes Cap, the Pool 2 Existing Notes will be accepted in
accordance with the acceptance priority levels set forth in this
table. The Company has waived the Pool 2 Sub-Cap set out in the
Offering Memorandum.
|
(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 September 24, 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 October 8, 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
September 24, 2021. As a result, all
Existing Notes that have been validly tendered and not validly
withdrawn prior to, and any 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 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, BNP Paribas Securities Corp.,
J.P. Morgan Securities LLC and TD Securities (USA) LLC 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
BNP Paribas Securities Corp.
787 Seventh Avenue
New York, New York 10019
Attn: Liability Management Group
Collect: (212) 841-3059
Toll-Free: (888) 210-4358
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Attn: Liability Management Group
Toll-Free: (866) 834-4666
Collect: (212) 834-4087
TD Securities (USA) LLC
1 Vanderbilt Avenue, 12th Floor
New York, New York 10017
Attn: Liability Management
E-mail: LM@tdsecurities.com
Toll-Free: (866) 584-2096
Collect: (212) 827-7795
The Information and Tender Agent
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Attention: Michael Horthman
Banks and Brokers Call Collect: (212) 269-5550
All Others, Please Call 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 ongoing 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 and administrative proceedings, 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 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
(AVGO-Q)
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SOURCE Broadcom Inc.