SAN JOSE, Calif., Sept. 27, 2021 /PRNewswire/ -- Broadcom Inc.
(Nasdaq: AVGO) ("Broadcom" or the "Company") announced today the
pricing terms of the Company's new notes due 2035 (the "New
2035 Notes") and new notes due 2036 (the "New 2036 Notes" and,
together with the New 2035 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 (subject to, among others, the acceptance priority levels)
for consideration consisting of a combination of up to $3,250,000,000 (the "2035 Notes Cap") aggregate
principal amount of 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 up to $2,750,000,000
(the "2036 Notes Cap" and, together with the 2035 Notes Cap, the
"New Notes Cap") aggregate principal amount of the New 2036 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").
As announced by the Company on September
27, 2021, it has (i) waived the Pool 1 Sub-Caps and the Pool
2 Sub-Cap, and (ii) increased the New Notes Cap to $6.0 billion from the originally announced
$5.0 billion. 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.
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)
|
3.137% Senior Notes
due 2035
|
$3,249,984,000
|
1.250% due August 15,
2031
|
165
|
3.137%
|
3.187% Senior Notes
due 2036
|
$2,750,000,000
|
1.250% due August 15,
2031
|
170
|
3.187%
|
|
(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 2035 Notes and the
New 2036 Notes had a bid-side yield of 1.487% 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
(collectively, the
"Pool 1 Existing Notes")
|
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
|
0
|
0.750% due August
31,
2026; 0.978%
|
0.978%
|
$1,065.92
|
11135F BC4
(Exch)
|
4.700% Senior Notes
due 4/15/2025,
issued by the Company
|
25
|
0.750% due August
31,
2026; 0.978%
|
1.228%
|
$1,117.21
|
11135F AT8
(144A)
U1109M AM8 (Reg
S)
11135F BB6
(Exch)
|
3.150% Senior Notes
due 11/15/2025,
issued by the Company
|
30
|
0.750% due August
31,
2026; 0.978%
|
1.278%
|
$1,073.51
|
11135F AE1
(144A)
U1109M AE6 (Reg
S)
11135F AZ4
(Exch)
|
4.250% Senior Notes
due 4/15/2026,
issued by the Company
|
45
|
0.750% due August
31,
2026; 0.978%
|
1.428%
|
$1,119.28
|
11135F AN1
(Exch)
|
3.459% Senior Notes
due 9/15/2026,
issued by the Company
|
60
|
0.750% due August
31,
2026; 0.978%
|
1.578%
|
$1,086.49
|
11134L AG4
(144A)
U1108L AD1 (Reg
S)
11134L AH2
(Exch)
|
3.875% Senior Notes
due 1/15/2027,
issued by Broadcom Corporation
|
70
|
0.750% due August
31,
2026; 0.978%
|
1.678%
|
$1,105.78
|
12673P AJ4
(144A)
|
4.700% Senior Notes
due 3/15/2027,
issued by CA, Inc.
|
100
|
0.750% due August
31,
2026; 0.978%
|
1.978%
|
$1,134.10
|
11135F AK7
(144A)
U1109M AH9 (Reg
S)
11135F AL5
(Exch)
|
4.110% Senior Notes
due 9/15/2028,
issued by the Company
|
60
|
1.250% due August
15,
2031; 1.487%
|
2.087%
|
$1,126.04
|
|
|
|
|
|
|
|
(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
(collectively, the
"Pool 2 Existing Notes")
|
Fixed
Spread(bps)
|
Reference U.S.
Treasury
Security; Bid Side Yield
|
Yield(1)
|
Total
Consideration(2)
|
11134L AQ2
(144A)
U1108L AH2 (Reg
S)
11134L AR0
(Exch)
|
3.500% Senior Notes
due 1/15/2028,
issued by Broadcom Corporation
|
35
|
1.250% due August
15,
2031; 1.487%
|
1.837%
|
$1,094.69
|
11135F AH4
(144A)
U1109M AG1 (Reg
S)
11135F BD2
(Exch)
|
5.000% Senior Notes
due 4/15/2030,
issued by the Company
|
100
|
1.250% due August
15,
2031; 1.487%
|
2.487%
|
$1,187.26
|
11135F AB7
(144A)
U1109M AB2 (Reg
S)
11135F BA8
(Exch)
|
4.750% Senior Notes
due 4/15/2029,
issued by the Company
|
80
|
1.250% due August
15,
2031; 1.487%
|
2.287%
|
$1,164.57
|
11135F AP6
(144A)
U1109M AK2 (Reg
S)
11135F AQ4
(Exch)
|
4.150% Senior Notes
due 11/15/2030,
issued by the Company
|
105
|
1.250% due August
15,
2031; 1.487%
|
2.537%
|
$1,127.46
|
|
|
|
|
|
|
|
(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
|
Principal
Amount
Outstanding
|
Acceptance
Priority
Level(1)
|
Principal
Amount
Tendered(2)
|
Principal
Amount
Accepted by
Broadcom
|
Early
Participant
Payment (4)(6)
|
Total
Consideration
(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
|
$585,069,000
|
1
|
$90,528,000
|
$90,528,000
|
$50
|
$1,065.92
|
$1,000
|
$65.92
|
11135F BC4
(Exch)
|
4.700% Senior
Notes
due 4/15/2025, issued
by the Company
|
$1,247,347,000
|
2
|
$227,633,000
|
$227,633,000
|
$50
|
$1,117.21
|
$1,000
|
$117.21
|
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
|
$517,730,000
|
$50
|
$1,073.51
|
$1,000
|
$73.51
|
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
|
$238,348,000
|
$50
|
$1,119.28
|
$1,000
|
$119.28
|
11135F AN1
(Exch)
|
3.459% Senior
Notes
due 9/15/2026, issued
by the Company
|
$1,695,320,000
|
5
|
$943,002,000
|
$943,002,000
|
$50
|
$1,086.49
|
$1,000
|
$86.49
|
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
|
$890,672,000
|
$50
|
$1,105.78
|
$1,000
|
$105.78
|
12673P AJ4
(144A)
|
4.700% Senior
Notes
due 3/15/2027, issued
by CA, Inc.
|
$350,000,000
|
7
|
$84,898,000
|
$84,898,000
|
$50
|
$1,134.10
|
$1,000
|
$134.10
|
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
|
$257,173,000(3)
|
$50
|
$1,126.04
|
$1,000
|
$126.04
|
Total:
|
|
|
|
$4,137,003,000
|
$3,249,984,000
|
|
|
|
|
|
(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 September 24,
2021, based on information provided by the information agent and
exchange agent to the Company.
(3) Pro ration factor of approximately
22.5%.
(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
|
Principal
Amount
Outstanding
|
Acceptance
Priority
Level(1)
|
Principal
Amount
Tendered(2)
|
Principal
Amount
Accepted by
Broadcom
|
Early
Participant
Payment
(4)(6)
|
Total
Consideration
(5)(6)
|
Principal
Amount
of New
Notes(6)
|
Cash
Payment
(6)
|
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
|
$472,973,000
|
$50
|
$1,094.69
|
$1,000
|
$94.69
|
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
|
$1,164,086,000
|
$50
|
$1,187.26
|
$1,000
|
$187.26
|
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
|
$1,041,999,000
|
$50
|
$1,164.57
|
$1,000
|
$164.57
|
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
|
$70,942,000(3)
|
$50
|
$1,127.46
|
$1,000
|
$127.46
|
Total:
|
|
|
|
$4,065,389,000
|
$2,750,000,000
|
|
|
|
|
|
(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
September 24, 2021, based on information provided by the
information agent and exchange agent to the Company.
(3) Pro ration factor of approximately 5.2%.
(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 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)
View original
content:https://www.prnewswire.com/news-releases/broadcom-inc-announces-pricing-terms-of-its-private-exchange-offers-of-certain-outstanding-notes-for-new-notes-301386154.html
SOURCE Broadcom Inc.