Restricted Partnership Units
On April 4, 2018, Broadcom Limited, a public company limited by shares incorporated under the laws of the Republic of Singapore ("Broadcom Singapore"), completed the restructuring of its corporate group to cause the parent company of the group to be Broadcom Inc., a newly formed Delaware corporation ("Broadcom Delaware"). We refer to this transaction as the "Redomiciliation." In connection with the Redomiciliation, all issued ordinary shares in the capital of Broadcom Singapore were exchanged on a one-for-one basis for newly issued shares of common stock of Broadcom Delaware (the "Delaware Common Stock").
In addition, we entered into an amendment (the "Partnership Amendment") to the Broadcom Cayman L.P. (the "Partnership") Amended and Restated Limited Partnership Agreement, dated as of February 1, 2016 (the "Partnership Agreement") on March 23, 2018. Pursuant to the Partnership Amendment, upon approval by the requisite holders of the outstanding limited partnership units (the "Units"), all outstanding Units were mandatorily exchanged on a one-for-one basis for newly issued shares of Delaware Common Stock (the "Mandatory Exchange") on April 4, 2018.
Set forth below are some questions that former holders of the Units may have regarding the Mandatory Exchange.
Q: Why do I own shares of Delaware Common Stock instead of Units of the Partnership?
A: Pursuant to the Partnership Amendment, each Unit was mandatorily exchanged on a one-for-one basis for newly issued shares of Delaware Common Stock effective on April 4, 2018. The Shares are held in uncertificated book-entry form with the transfer agent, Computershare Trust Company, N.A. (“Computershare”).
Q: Will Computershare send me any materials related to my recent acquisition of the shares of Delaware Common Stock?
A: Yes. You should receive from Computershare a statement indicating the number of shares of Delaware Common Stock you own, and possibly a Form W-9 or W-8BEN for you to complete and return to Computershare. Please note that delivery times to and from holders outside of the United States may take longer than delivery to and from domestic addresses.
Q: May I still exercise my exchange right with respect to my Units in accordance with the terms of the Partnership Agreement?
A: No. The Partnership Amendment provided for a mandatory exchange of all Units for newly issued shares of Delaware Common Stock on a one-for-one basis. You now own shares of Delaware Common Stock and no longer own any Units.
Q: Are shares of Delaware Common Stock listed on a stock exchange?
A: Yes. The shares of Delaware Common Stock are listed on The NASDAQ Global Select Market (“Nasdaq”) under the symbol “AVGO”, the same symbol under which the Broadcom Singapore ordinary shares were listed.
Q: What is the CUSIP number for shares of Delaware Common Stock?
A: The CUSIP number is 11135F 101.
Q: Are ordinary shares of Broadcom Singapore listed on a stock exchange?
A: No. The ordinary shares of Broadcom Singapore have been delisted from Nasdaq.
Q: Can I look online to see the number of shares of Delaware Common Stock I own?
A: For holders with an individual, joint or trust registration, yes. Such holders may visit www.computershare.com/investor to create an online account with Computershare by following the online instructions.
Q: What are the tax consequences of the Mandatory Exchange?
A: It is intended that holders of Units will not recognize any gain or loss for U.S. federal income tax purposes related to the Mandatory Exchange, but we did not seek or obtain any tax ruling from the U.S. Internal Revenue Service to that effect. Determining the actual tax consequences of the Mandatory Exchange to you may be complex and will depend on your specific situation. We urge you to consult your tax advisor for a full understanding of the tax consequences of the Mandatory Exchange to you.
Q: What form of tax reporting will I receive in relation to the Units I used to hold?
A: Since the entity was a partnership during the period you held the Units, you will receive a Form K-1 in respect of the Partnership’s fiscal year ending in April, 2018 in approximately January, 2019. This will be the final Form K-1 that you will receive.
Q: What form of tax reporting will I receive in relation to the shares of Delaware Common Stock I currently hold?
A: Pursuant to Internal Revenue Service rules, within 45 days after April 4, 2018, Broadcom Delaware will post on its website IRS Form 8937, “Report of Organizational Actions Affecting Basis of Securities”. This form and accompanying information will describe the expected U.S. federal income tax consequences of the Mandatory Exchange. You should consult your tax advisor regarding any tax reporting requirements you have. We urge you to consult your tax advisor for a full understanding of the tax consequences of the Mandatory Exchange to you.
Q: Where can I find information about Broadcom Delaware?
A: The reports filed or furnished by Broadcom Delaware with the SEC, including quarterly reports, annual reports, proxy statements for shareholder meetings and other reports, will be available on the SEC’s website here and on Broadcom Delaware’s website here.
Q: Who do I call if I have a question that is not answered above?
A: Please call Computershare at +1 (877) 373-6374, or +1 (781) 575-3100 for calls originating outside of the United States.