Pool 1 Offers |
|||||||
CUSIP |
Title of |
Principal |
Acceptance |
Reference |
Bloomberg |
Fixed |
% of |
11134L AP4 (Exch) |
3.125% Senior |
|
1 |
2.250% |
FIT5 |
40 |
100% |
11135F BC4 (Exch) |
4.700% Senior |
|
2 |
1.125% |
FIT5 |
50 |
100% |
11135F AT8 (144A) |
3.150% Senior |
|
3 |
0.250% |
FIT6 |
50 |
100% |
(1) The Pool 1 Existing Notes will be accepted in accordance with the acceptance priority levels 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 |
(3) Represents the portion of the Total Consideration in excess of |
Pool 2 Offers |
|||||||
CUSIP |
Title of |
Principal |
Acceptance |
Reference |
Bloomberg |
Fixed |
% of |
11134L AE9 (144A) |
3.625% Senior Notes, |
|
1 |
0.250% |
FIT5 |
25 |
100% |
11135 AD3 (144A) |
3.625% Senior Notes, |
|
2 |
1.250% |
FIT5 |
25 |
100% |
11135F AE1 (144A) |
4.250% Senior Notes, |
|
3 |
0.500% |
FIT1 |
85 |
100% |
11134L AG4 (144A) |
3.875% Senior Notes, |
|
4 |
0.500% |
FIT1 |
115 |
100% |
12673P AJ4 (144A) |
4.700% Senior Notes, |
|
5 |
0.500% |
FIT1 |
125 |
100% |
11135F AM3 (144A) |
3.459% Senior Notes, |
|
6 |
0.500% |
FIT1 |
100 |
100% |
(1) The Pool 2 Existing Notes will be accepted in accordance with the acceptance priority levels 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 |
(3) Represents the portion of the Total Consideration in excess of |
Set forth below is a table summarizing certain material terms of the New Notes to be issued in the Exchange Offers:
Title of Series |
Maturity Date |
Aggregate Principal |
Reference |
Spread to |
New 2033 Notes |
|
An amount of Pool 1 Existing Notes such that the aggregate principal amount of New 2033 Notes issued does not exceed |
1.125% due |
173 |
New 2034 Notes |
|
An amount of Pool 2 Existing Notes such that the aggregate principal amount of New 2034 Notes issued does not exceed |
1.125% due |
178 |
The aggregate principal amount of New 2033 Notes to be issued pursuant to the Exchange Offers will be subject to a maximum amount of
The following is a summary of certain key terms of the Exchange Offers:
- The Exchange Offers will expire at 12:00 midnight,
New York City time, at the end ofApril 9, 2021 , unless extended by the Company (the "Expiration Date"). - Eligible Holders who validly tender and do not validly withdraw their Existing Notes at or prior to the Early Participation Date will receive: (a) New Notes of the applicable series in a principal amount equal to (i) the Total Consideration (as defined below) applicable to such Existing Notes minus (ii) the Cash Component (as defined below), and (b) a cash payment equal to the Cash Component, for each
$1,000 principal amount of such Existing Notes tendered and accepted for exchange by the Company. - Eligible Holders who validly tender and do not validly withdraw their Existing Notes after the Early Participation Date will receive: (a) New Notes of the applicable series in a principal amount equal to (i) the Exchange Consideration (as defined below) applicable to such Existing Notes minus (ii) the Cash Component, and (b) a cash payment equal to the Cash Component, for each
$1,000 principal amount of such Existing Notes tendered and accepted for exchange by the Company. - "Total Consideration" means, as calculated in accordance with the formula set forth in Annex A to the Offering Memorandum, the discounted value of the remaining payments of principal and interest through the maturity date or par call date, as applicable, of the applicable series of Existing Notes (excluding accrued and unpaid interest to, but not including, the applicable Settlement Date), using a yield equal to the sum of (a) the bid-side yield on the applicable Reference UST Security (as set forth in the tables above with respect to such series of Existing Notes) as calculated by the Dealer Managers (as defined below) in accordance with standard market practice, as of
11:00 a.m. New York City time onMarch 29, 2021 (such date and time, the "Pricing Time"), as displayed on the Bloomberg Government Pricing Monitor Pages listed in the tables set forth on the cover page of the Offering Memorandum with respect to such series of Existing Notes (or any recognized quotation source selected by the Dealer Managers in their sole discretion if such page is not available or is manifestly erroneous) and (b) the Fixed Spread as set forth in the tables above with respect to such series of Existing Notes. For the avoidance of doubt, the Total Consideration includes the Early Participant Payment, as defined below. - "Exchange Consideration" means the Total Consideration minus the Early Participant Payment.
- "Cash Component" means the portion of the Total Consideration or the Exchange Consideration, as applicable, to be paid to holders in cash, and is equal to the applicable Total Consideration for the relevant series of Existing Notes minus
$1,000 . For the avoidance of doubt, the Cash Component payable with respect to each series of Existing Notes validly tendered at or prior to the Early Participation Date, and accepted by us for exchange, will be equivalent to the Cash Component payable with respect to such series of Existing Notes validly tendered after the Early Participation Date and at or prior to the Expiration Date, and accepted by us for exchange. - "Early Participant Payment" means
$50 (payable in applicable New Notes) for each$1,000 principal amount of each series of Existing Notes tendered and not validly withdrawn at or prior to the Early Participation Date. - The Company will pay interest on the New 2033 Notes at a rate per annum equal to (a) the yield, calculated in accordance with standard market practice, that corresponds to the bid-side price of the 1.125% United States Treasury due
February 15, 2031 as of the Pricing Time as displayed on the Bloomberg Government Pricing Monitor page FIT1 (or any recognized quotation source selected by us in our sole discretion if such quotation report is not available or is manifestly erroneous), plus (b) a fixed spread of 173 basis points. - The Company will pay interest on the New 2034 Notes at a rate per annum equal to (a) the yield, calculated in accordance with standard market practice, that corresponds to the bid-side price of the 1.125% United States Treasury due
February 15, 2031 as of the Pricing Time as displayed on the Bloomberg Government Pricing Monitor page FIT1 (or any recognized quotation source selected by us in our sole discretion if such quotation report is not available or is manifestly erroneous), plus (b) a fixed spread of 178 basis points. - Assuming the Company elects to have an early settlement, settlement for Existing Notes tendered at or prior to the Early Participation Date and accepted by the Company is expected to be
March 31, 2021 , unless extended by the Company (the "Early Settlement Date"). Settlement for Existing Notes tendered and accepted after the Early Participation Date is expected to beApril 13, 2021 , unless extended by the Company (the "Final Settlement Date"). - Eligible holders who validly tender and who do not validly withdraw their Existing Notes at or prior to
5:00 p.m. ,New York City time, onMarch 26, 2021 , unless extended by the Company (the "Early Participation Date"), and whose tenders are accepted for exchange by the Company, will receive the Total Consideration for each$1,000 principal amount of Existing Notes. - All Eligible Holders whose Existing Notes are accepted in an Exchange Offer will receive a cash payment equal to accrued and unpaid interest on such Existing Notes to, but not including, the applicable Settlement Date in addition to their Total Consideration.
- Tenders of Existing Notes in the Exchange Offers may be validly withdrawn at any time at or prior to
5:00 p.m. ,New York City time, onMarch 26, 2021 , unless extended by the Company (the "Withdrawal Deadline"), but will thereafter be irrevocable, except in certain limited circumstances where additional withdrawal rights are required by law. - Consummation of the Exchange Offers is subject to a number of conditions, including, among other things, the issuance of at least
$500,000,000 aggregate principal amount of each series of New Notes and the Company's determination that New Notes issued on the Final Settlement Date, if any, will be treated as part of the same issue as the relevant New Notes, if any, issued on the Early Settlement Date forU.S. federal income tax purposes. - The Company will not receive any cash proceeds from 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 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 "
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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