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 Security |
Fixed Spread (bps) |
Interest Rate(1) |
3.419% Senior Notes |
|
1.125% due 2031 |
173 |
3.419% |
3.469% Senior Notes |
|
1.125% due 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
Pool 1 Offers
CUSIP |
Title of |
Fixed |
Reference |
Yield(1) |
Total Consideration(2) |
11134L AP4 (Exch) |
3.125% Senior |
40 |
2.250% due |
0.892% |
|
11135F BC4 (Exch) |
4.700% Senior |
50 |
1.125% due |
1.086% |
|
11135F AT8 (144A) |
3.150% Senior |
50 |
0.250% due |
1.250% |
|
(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 |
Pool 2 Offers
CUSIP |
Title of |
Fixed |
Reference |
Yield(1) |
Total Consideration(2) |
11134L AE9 (144A) |
3.625% Senior Notes, due |
25 |
0.250% due |
0.491% |
|
11135 AD3 (144A) |
3.625% Senior Notes, due |
25 |
1.250% due |
0.691% |
|
11135F AE1 (144A) |
4.250% Senior Notes, due |
85 |
0.500% due |
1.698% |
|
11134L AG4 (144A) |
3.875% Senior Notes, due |
115 |
0.500% due |
1.998% |
|
12673P AJ4 (144A) |
4.700% Senior Notes, due |
125 |
0.500% due |
2.098% |
|
11135F AM3 (144A) |
3.459% Senior Notes, due |
100 |
0.500% due |
1.848% |
|
(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 |
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identifies the aggregate principal amount of each series of Pool 1 Existing Notes validly tendered (and not validly withdrawn) in the Pool 1 Offers as of the Early Participation Date and the principal amount of each series of Pool 1 Existing Notes that the Company expects to accept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 |
Title of |
Principal |
Acceptance |
Principal |
Principal |
Early |
Total |
Principal |
|
11134L AP4 |
3.125% |
|
1 |
|
|
|
|
|
|
11135F BC4 |
4.700% |
|
2 |
|
|
|
|
|
|
11135F AT8 U1109M AM8 11135F BB6 |
3.150% |
|
3 |
|
|
|
|
|
|
Total: |
|
|
(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 |
(3) Pro ration factor of 76.737%. |
(4) For the avoidance of doubt, the |
(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 |
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 |
Title of |
Principal |
Acceptance |
Principal |
Principal |
Early |
Total |
Principal |
Cash |
11134L AE9 |
3.625% |
|
1 |
|
|
|
|
|
|
11135F AD3 |
3.625% |
|
2 |
|
|
|
|
|
|
11135F AE1 |
4.250% |
|
3 |
|
|
|
|
|
|
11134L AG4 |
3.875% |
|
4 |
|
|
|
|
|
|
12673P AJ4 |
4.700% Senior Notes, due |
|
5 |
|
— |
— |
— |
— |
— |
11135F AM3 |
3.459% |
|
6 |
|
— |
— |
— |
— |
— |
Total: |
|
|
(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 |
(3) Pro ration factor of 52.717%. |
(4) For the avoidance of doubt, the |
(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 |
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
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 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 "
The Dealer Managers
Attention: Liability Management
Collect: (980) 387-3907
HSBC
Attention: Global Liability
Toll-Free: (888) HSBC-4LM
Collect: (212) 525-5552
The Information and Tender Agent
Attention:
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
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
Contact:
Investor Relations
408-433-8000
investor.relations@broadcom.com
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