SAN JOSE, Calif., Jan. 4, 2021 /PRNewswire/ -- Broadcom Inc.
(Nasdaq: AVGO) ("Broadcom") announced today that it intends to
offer senior notes (the "New Notes") and commence concurrent cash
tender offers (the "Tender Offers" and each, a "Tender Offer") to
purchase the outstanding notes described below, in each case
subject to market conditions and other factors. The New Notes will
be guaranteed on a senior unsecured basis by certain of Broadcom's
subsidiaries.
Broadcom intends to use the net proceeds from the sale of the
New Notes to repay certain of its existing indebtedness, including
funding the purchase of the Tender Offer Notes (defined below) and
the payment of accrued and unpaid interest, premiums, if any, fees
and expenses in connection therewith.
The notes offered to be purchased in the Tender Offers, listed
in the order of priority, are the (i) 3.125% senior notes due
2021 of Broadcom Inc., (ii) 3.000% senior notes due 2022 of
Broadcom Corporation, (iii) 3.600% senior notes due 2022 of
CA, Inc., (iv) 3.125% senior notes due 2022 of Broadcom Inc.,
(v) 2.650% senior notes due 2023 of Broadcom Corporation,
(vi) 4.500% senior notes due 2023 of CA, Inc. and
(vii) 2.250% senior notes due 2023 of Broadcom Inc. (the
"Tender Offer Notes") up to an aggregate purchase price, excluding
accrued and unpaid interest, of $2.75
billion (the "Aggregate Purchase Price"). Broadcom may, but
is under no obligation, to increase the Aggregate Purchase Price
based on the proceeds it receives from the sale of the New
Notes.
In connection with the Tender Offers, Broadcom also intends to
commence the solicitation of consents (the "Consent Solicitations")
to amend the indentures governing each series of Tender Offer Notes
to reduce the notice requirements for optional redemption of the
applicable series of Tender Offer Notes from 30 days or 15 days, as
applicable, to three business days. Consents will not become
operative with respect to any series of Tender Offer Notes, the
acceptance of which is prorated in the applicable Tender Offer.
The terms and conditions of the Tender Offers and Consent
Solicitations are described in a separate Offer to Purchase and
Solicitation of Consents dated January 4,
2021 (the "Statement"). The Tender Offers and Consent
Solicitations will expire at 11:59
p.m., New York City time,
on February 1, 2021 (the "Expiration
Date"), unless extended, earlier expired or terminated. Holders of
the Tender Offer Notes must validly tender and not validly withdraw
their Tender Offer Notes (which valid tender constitutes the valid
delivery of consents in the Consent Solicitation with respect to
such Tender Offer Notes) at or prior to 5:00
p.m. New York City time, on
January 15, 2021 (the "Early Tender
Deadline") in order to be eligible to receive the applicable Total
Consideration, which includes the applicable Early Tender Premium.
Holders who validly tender their Tender Offer Notes after the Early
Tender Deadline and at or prior to the Expiration Date will be
eligible to receive only the applicable Tender Consideration.
The following table provides information with respect to the
notes offered to be purchased:
Series of
Notes
|
CUSIP
Number
|
Aggregate
Principal
Amount
Outstanding
|
Acceptance
Priority
Level
|
Tender
Consideration
|
Early
Tender
Premium
|
Total
Consideration
|
3.125% Senior Notes
due 2021
of Broadcom
Inc.
|
11135F AA9
(144A)
U1109M AA4 (Reg
S)
11135F AW1
(Exch)
|
$525,342,000
|
1
|
$976.80
|
$30.00
|
$1,006.80
|
3.000% Senior Notes
due 2022
of Broadcom Corporation
|
11134L AC3
(144A)
U1108L AB5 (Reg
S)
11134L AD1
(Exch)
|
$841,913,000
|
2
|
$994.20
|
$30.00
|
$1,024.20
|
3.600% Senior Notes
due 2022
of CA, Inc.
|
12673P AH8
|
$283,351,000
|
3
|
$1,017.80
|
$30.00
|
$1,047.80
|
3.125% Senior Notes
due 2022
of Broadcom Inc.
|
11135F AC5
(144A)
U1109M AC0 (Reg
S)
11135F AX9
(Exch)
|
$692,841,000
|
4
|
$1,018.30
|
$30.00
|
$1,048.30
|
2.650% Senior Notes
due 2023
of Broadcom Corporation
|
11134L AM1
(Exch)
|
$1,000,000,000
|
5
|
$1,015.00
|
$30.00
|
$1,045.00
|
4.500% Senior Notes
due 2023
of CA, Inc.
|
12673P AE5
|
$250,000,000
|
6
|
$1,073.30
|
$30.00
|
$1,103.30
|
2.250% Senior Notes
due 2023
of Broadcom Inc.
|
11135 AU5
(144A)
U1109M AN6 (Reg
S)
11135F AV3
(Exch)
|
$1,000,000,000
|
7
|
$1,020.20
|
$30.00
|
$1,050.20
|
In connection with the Tender Offers and Consent Solicitations,
Citigroup Global Markets Inc. and Wells Fargo Securities, LLC are
acting as the dealer managers for the Tender Offers and
solicitation agents for the Consent Solicitations (collectively,
the "Dealer Managers and Solicitation Agents"). D.F. King &
Co., Inc. is serving as the information and tender agent (the
"Information and Tender Agent"). Requests for assistance or copies
of the Statement or any other documents related to the Tender
Offers and Consent Solicitations may be directed to the Information
and Tender Agent at the contact details set forth below.
Questions or requests for assistance in relation to the Tender
Offers and Consent Solicitations may be directed to the Dealer
Managers and Solicitation Agents at the addresses and telephone
numbers set forth below.
None of Broadcom, the Information and Tender Agent, the Dealer
Managers, the Solicitation Agents or the Trustee makes any
recommendation as to whether Holders should tender their notes
pursuant to the applicable offer, and no one has been authorized by
any of them to make such a recommendation. Holders must make their
own decisions as to whether to tender their notes, and, if so, the
principal amount of the notes to tender.
The Dealer Managers and Solicitation Agents
Citigroup Global Markets Inc.
388 Greenwich Street, 7th Floor
New York, New York 10013
Attention: Liability Management Group
Collect: (212) 723-6106
Toll-Free: (800) 558-3745
Wells Fargo Securities, LLC
550 South Tryon Street, 5th Floor
Charlotte, North Carolina,
28202
Attention: Liability Management Group
Collect: (704) 410-4756
Toll-Free: (866) 309-6316
Email: liabilitymanagement@wellsfargo.com
The Information and Tender Agent
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Banks and Brokers call: (212) 269-5550
Toll-free: (866) 416-0577
The New Notes are being sold in a private placement to persons
reasonably believed to be qualified institutional buyers pursuant
to Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"), and to non-U.S. persons outside the United States under Regulation S under the
Securities Act. The New Notes have not been and will not be
registered under the Securities Act, and may not be offered or sold
in the United States absent
registration or an applicable exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and other applicable securities laws.
This press release is neither an offer to sell nor a
solicitation of an offer to buy the New Notes, nor shall there be
any sale of the New Notes in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
This notice is being issued pursuant to and in accordance with Rule
135c under the Securities Act.
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 COVID-19 pandemic, which
has, and will likely continue to, negatively impact 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 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.
Beatrice F. Russotto
Investor Relations
408-433-8000
investor.relations@broadcom.com
View original
content:http://www.prnewswire.com/news-releases/broadcom-inc-announces-commencement-of-private-offering-of-senior-notes-and-concurrent-tender-offers-and-consent-solicitations-301200226.html
SOURCE Broadcom Inc.