As a result of reaching the 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.
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
|
CUSIP Numbers |
Title of Security (collectively, the "Existing |
Principal Amount Outstanding |
Acceptance Priority Level(1) |
Principal Amount |
|
12673P AJ4 (144A) |
4.700% Senior Notes due |
|
1 |
|
|
11135F AH4 (144A) U1109M AG1 (Reg S) 11135F BD2 (Exch) |
5.000% Senior Notes due |
|
2 |
|
|
11135F AB7 (144A) U1109M AB2 (Reg S) 11135F BA8 (Exch) |
4.750% Senior Notes due |
|
3 |
|
|
11135F AK7 (144A) U1109M AH9 (Reg S) 11135F AL5 (Exch) |
4.110% Senior Notes due |
|
4 |
|
|
11135F AP6 (144A) U1109M AK2 (Reg S) 11135F AQ4 (Exch) |
4.150% Senior Notes due |
|
5 |
|
|
11135F AR2 (144A) U1109M AL0 (Reg S) 11135F AS0 (Exch) |
4.300% Senior Notes due |
|
6 |
|
|
Total: |
|
|||
(1) Subject to the terms and conditions of the Exchange Offers, including, but not limited to, the Notes Cap, the Existing Notes will be accepted in accordance with the acceptance priority levels set forth in this table.
(2) The aggregate principal amounts of Existing Notes that have been validly tendered for exchange and not validly withdrawn, as of
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 The amount of outstanding Existing Notes validly tendered and not validly withdrawn as of the Early Participation Date, as reflected in the tables above, is expected to result in the satisfaction of the minimum issuance condition that the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
The Exchange Offers will expire at 12:00 midnight,
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 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, a person other than a "
The Dealer Managers
Attn:
Collect: (212) 528-7581
Toll Free: (800) 438-3242
Attn:
Collect: (212) 728-2446
Toll Free: (800) 422-8692
Attn:
Collect: (212) 841-3059
Toll-Free: (888) 210-4358
Attn:
Toll-Free: (866) 834-4666
Collect: (212) 834-4045
The Information and Tender Agent
Attention:
Banks and Brokers Call Collect: (212) 269-5550
All Others, Please Call Toll-Free: (800) 967-7574
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
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 disrupted, and will likely continue to 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; government regulations and administrative proceedings, trade restrictions and trade tensions; global economic conditions and concerns; cyclicality in the semiconductor industry or in our target markets; global political and economic conditions; our significant indebtedness and the need to generate sufficient cash flows to service and repay such debt; the amount and frequency of our share repurchase program; 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; 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
Contact:
Investor Relations
408-433-8000
investor.relations@broadcom.com
(AVGO-Q)
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