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SAN JOSE, Calif., Sept. 13, 2021 /PRNewswire/ — Broadcom Inc. (Nasdaq: AVGO) (“Broadcom” or the “Company”) announced today the commencement of offers to all 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 a combination of up to $2,750,000,000 aggregate principal amount of the Company’s new notes due 2035 (the “New 2035 Notes”) and a cash payment and to exchange Pool 2 Existing Notes for consideration consisting of a combination of up to $2,250,000,000 aggregate principal amount 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 today (the “Offering Memorandum”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Offering Memorandum.
Pool 1 Offers |
||||||||
CUSIP |
Title of |
Principal |
Acceptance |
Sub-Cap(1) |
Reference |
Bloomberg |
Fixed |
% of |
11134L AP4 (Exch) |
3.125% Senior Notes |
$585,069,000 |
1 |
N/A |
0.750% due |
FIT1 |
0 |
100% |
11135F BC4 (Exch) |
4.700% Senior Notes |
$1,247,347,000 |
2 |
N/A |
0.750% due |
FIT1 |
25 |
100% |
11135F AT8 (144A) |
3.150% Senior Notes |
$1,417,586,000 |
3 |
N/A |
0.750% due |
FIT1 |
30 |
100% |
11135F AE1 (144A) |
4.250% Senior Notes |
$1,182,836,000 |
4 |
N/A |
0.750% due |
FIT1 |
45 |
100% |
11135F AN1 (Exch) |
3.459% Senior Notes |
$1,695,320,000 |
5 |
$600,000,000 |
0.750% due |
FIT1 |
60 |
100% |
11134L AG4 (144A) |
3.875% Senior Notes |
$3,812,954,000 |
6 |
$1,000,000,000 |
0.750% due |
FIT1 |
70 |
100% |
12673P AJ4 (144A) |
4.700% Senior Notes |
$350,000,000 |
7 |
N/A |
0.750% due |
FIT1 |
100 |
100% |
11135F AK7 (144A) |
4.110% Senior Notes |
$2,222,349,000 |
8 |
N/A |
1.250% due |
FIT1 |
60 |
100% |
(1) The Pool 1 Existing Notes will be accepted in accordance with the acceptance priority levels and the applicable sub-caps set forth in this table. All Pool 1 Existing Notes tendered for exchange in the Pool 1 Offers at or prior to the Early Participation Date will have priority over any Pool 1 Existing Notes that are tendered for exchange after the Early Participation Date. |
(2) Eligible Holders who validly tender Pool 1 Existing Notes at or prior to the Early Participation Date will be eligible to receive the Early Participant Payment of $50 (payable solely in New 2035 Notes) for each $1,000 principal amount of Pool 1 Existing Notes validly tendered and not validly withdrawn. |
(3) Represents the portion of the Total Consideration in excess of $1,000 for each $1,000 principal amount of Existing Notes that will be payable in cash (excluding the Early Participant Payment, which, if applicable, will be paid solely in the applicable series of New Notes). |
Pool 2 Offers |
||||||||
CUSIP |
Title of |
Principal |
Acceptance |
Sub-Cap(1) |
Reference |
Bloomberg |
Fixed |
% of |
11134L AQ2 (144A) |
3.500% Senior |
$1,250,000,000 |
1 |
N/A |
1.250% |
FIT1 |
35 |
100% |
11135F AH4 (144A) |
5.000% Senior |
$2,250,000,000 |
2 |
N/A |
1.250% |
FIT1 |
100 |
100% |
11135F AB7 (144A) |
4.750% Senior |
$3,000,000,000 |
3 |
$600,000,000 |
1.250% |
FIT1 |
80 |
100% |
11135F AP6 (144A) |
4.150% Senior |
$2,750,000,000 |
4 |
N/A |
1.250% |
FIT1 |
105 |
100% |
(1) The Pool 2 Existing Notes will be accepted in accordance with the acceptance priority levels and the applicable sub-caps set forth in this table. All Pool 2 Existing Notes tendered for exchange in the Pool 2 Offers at or prior to the Early Participation Date will have priority over any Pool 2 Existing Notes that are tendered for exchange after the Early Participation Date. |
(2) Eligible Holders who validly tender Pool 2 Existing Notes at or prior to the Early Participation Date will be eligible to receive the Early Participant Payment of $50 (payable solely in New 2036 Notes) for each $1,000 principal amount of Pool 2 Existing Notes validly tendered and not validly withdrawn. |
(3) Represents the portion of the Total Consideration in excess of $1,000 for each $1,000 principal amount of Existing Notes that will be payable in cash (excluding the Early Participant Payment, which, if applicable, will be paid solely in the applicable series of New Notes). |
Set forth below is a table summarizing certain material terms of the New Notes to be issued in the Exchange Offers:
Title of |
Maturity |
Aggregate Principal Amount of Existing Notes To Be |
Reference |
Spread to |
New 2035 |
November |
An amount of Pool 1 Existing Notes such that the aggregate principal |
1.250% due |
165 |
New 2036 |
November |
An amount of Pool 2 Existing Notes such that the aggregate principal |
1.250% due |
170 |
The aggregate principal amount of New 2035 Notes to be issued pursuant to the Exchange Offers will be subject to a maximum amount of $2,750,000,000 aggregate principal amount, and the aggregate principal amount of New 2036 Notes to be issued pursuant to the Exchange Offers will be subject to a maximum amount of $2,250,000,000 aggregate principal amount.
The following is a summary of certain key terms of the Exchange Offers:
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 Documents 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”).
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)
SOURCE Broadcom Inc.
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