Broadcom Inc. Announces Private Exchange Offers of Certain Outstanding Notes for New

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Broadcom Inc. Announces Private Exchange Offers of Certain Outstanding Notes for New Notes
Copyright 2021 PR Newswire. All Rights Reserved
2021-09-13

SAN JOSE, Calif., Sept. 13, 2021 /PRNewswire/ — Broadcom Inc. (Nasdaq: AVGO) (“Broadcom” or the “Company”) announced today the commencement of offers to all eligible holders (together, the “Exchange Offers”) of the Company’s or its subsidiaries’ Pool 1 Existing Notes and Pool 2 Existing Notes listed in the tables below (collectively, the “Existing Notes”) to exchange Pool 1 Existing Notes for consideration consisting of a combination of up to $2,750,000,000 aggregate principal amount of the Company’s new notes due 2035 (the “New 2035 Notes”) and a cash payment and to exchange Pool 2 Existing Notes for consideration consisting of a combination of up to $2,250,000,000 aggregate principal amount of the Company’s new notes due 2036 (the “New 2036 Notes” and, together with the New 2035 Notes, the “New Notes”) and a cash payment, the complete terms and conditions of which are set forth in an offering memorandum, dated today (the “Offering Memorandum”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Offering Memorandum.

Pool 1 Offers

CUSIP
Numbers

Title of
Security
(collectively, the
“Pool 1 Existing
Notes”)

Principal
Amount
Outstanding

Acceptance
Priority
Level(1)

Sub-Cap(1)

Reference
U.S.
Treasury
Security

Bloomberg
Reference
Page

Fixed
Spread
(bps)
(2)

% of
Premium
in Cash(3)

11134L AP4 (Exch)

3.125% Senior Notes
due 1/15/2025, issued
by Broadcom
Corporation

$585,069,000

1

N/A

0.750% due
August 31,
2026

FIT1

0

100%

11135F BC4 (Exch)

4.700% Senior Notes
due 4/15/2025, issued
by the Company

$1,247,347,000

2

N/A

0.750% due
August 31,
2026

FIT1

25

100%

11135F AT8 (144A)
U1109M AM8 (Reg S)
11135F BB6 (Exch)

3.150% Senior Notes
due 11/15/2025,
issued by the
Company

$1,417,586,000

3

N/A

0.750% due
August 31,
2026

FIT1

30

100%

11135F AE1 (144A)
U1109M AE6 (Reg S)
11135F AZ4 (Exch)

4.250% Senior Notes
due 4/15/2026, issued
by the Company

$1,182,836,000

4

N/A

0.750% due
August 31,
2026

FIT1

45

100%

11135F AN1 (Exch)

3.459% Senior Notes
due 9/15/2026, issued
by the Company

$1,695,320,000

5

$600,000,000

0.750% due
August 31,
2026

FIT1

60

100%

11134L AG4 (144A)
U1108L AD1 (Reg S)
11134L AH2 (Exch)

3.875% Senior Notes
due 1/15/2027, issued
by Broadcom
Corporation

$3,812,954,000

6

$1,000,000,000

0.750% due
August 31,
2026

FIT1

70

100%

12673P AJ4 (144A)

4.700% Senior Notes
due 3/15/2027, issued
by CA, Inc.

$350,000,000

7

N/A

0.750% due
August 31,
2026

FIT1

100

100%

11135F AK7 (144A)
U1109M AH9 (Reg S)
11135F AL5 (Exch)

4.110% Senior Notes
due 9/15/2028, issued
by the Company

$2,222,349,000

8

N/A

1.250% due
August 15,
2031

FIT1

60

100%

 (1) The Pool 1 Existing Notes will be accepted in accordance with the acceptance priority levels and the applicable sub-caps 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 $50 (payable solely in New 2035 Notes) for each $1,000 principal amount of Pool 1 Existing Notes validly tendered and not validly withdrawn.

(3) Represents the portion of the Total Consideration in excess of $1,000 for each $1,000 principal amount of Existing Notes that will be payable in cash (excluding the Early Participant Payment, which, if applicable, will be paid solely in the applicable series of New Notes).

 

Pool 2 Offers

CUSIP
Numbers

Title of
Security
(collectively, the
“Pool 2 Existing
Notes”)

Principal
Amount
Outstanding

Acceptance
Priority
Level(1)

Sub-Cap(1)

Reference
U.S.
Treasury
Security

Bloomberg
Reference
Page

Fixed
Spread
(bps)
(2)

% of
Premium
in Cash(3)

11134L AQ2 (144A)
U1108L AH2 (Reg S)
11134L AR0 (Exch)

3.500% Senior
Notes due
1/15/2028, issued
by Broadcom
Corporation

$1,250,000,000

1

N/A

1.250%
due August
15, 2031

FIT1

35

100%

11135F AH4 (144A)
U1109M AG1 (Reg S)
11135F BD2 (Exch)

5.000% Senior
Notes due
4/15/2030, issued
by the Company

$2,250,000,000

2

N/A

1.250%
due August
15, 2031

FIT1

100

100%

11135F AB7 (144A)
U1109M AB2 (Reg S)
11135F BA8 (Exch)

4.750% Senior
Notes due
4/15/2029, issued
by the Company

$3,000,000,000

3

$600,000,000

1.250%
due August
15, 2031

FIT1

80

100%

11135F AP6 (144A)
U1109M AK2 (Reg S)
11135F AQ4 (Exch)

4.150% Senior
Notes due
11/15/2030,
issued by the
Company

$2,750,000,000

4

N/A

1.250%
due August
15, 2031

FIT1

105

100%

(1) The Pool 2 Existing Notes will be accepted in accordance with the acceptance priority levels and the applicable sub-caps 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 $50 (payable solely in New 2036 Notes) for each $1,000 principal amount of Pool 2 Existing Notes validly tendered and not validly withdrawn.

(3) Represents the portion of the Total Consideration in excess of $1,000 for each $1,000 principal amount of Existing Notes that will be payable in cash (excluding the Early Participant Payment, which, if applicable, will be paid solely in the applicable series of New Notes).

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 Amount of Existing Notes To Be
Accepted for Exchange

Reference
Security

Spread to
Reference
Security (bps)

New 2035
Notes

November
15, 2035

An amount of Pool 1 Existing Notes such that the aggregate principal
amount of New 2035 Notes issued does not exceed $2,750,000,000

1.250% due
August 15, 2031

165

New 2036
Notes

November
15, 2036

An amount of Pool 2 Existing Notes such that the aggregate principal
amount of New 2036 Notes issued does not exceed $2,250,000,000

1.250% due
August 15, 2031

170

The aggregate principal amount of New 2035 Notes to be issued pursuant to the Exchange Offers will be subject to a maximum amount of $2,750,000,000 aggregate principal amount, and the aggregate principal amount of New 2036 Notes to be issued pursuant to the Exchange Offers will be subject to a maximum amount of $2,250,000,000 aggregate principal amount.

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 of October 8, 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 on September 27, 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…

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