Broadcom offers to exchange two pools of notes for new notes

By Taylor Fox

New York, March 16 – Broadcom Inc. commenced offers to all holders of its pool one existing notes and pool two existing notes to exchange the pool one notes for consideration up to $2 billion of new notes due 2033 and a cash payment, and to exchange pool two notes for consideration of up to $3 billion of new notes due 2034 and a cash payment, according to a news release.

Pool one offers

Broadcom will exchange the following note series for new notes due April 15, 2033 to be priced based on the 1.125% U.S. Treasury due Feb. 15, 2031 plus 173 basis points, by acceptance priority level:

• $1 billion outstanding 3.125% senior notes due Jan. 15, 2025 (Cusip: 11134LAP4) issued by Broadcom Corp. with pricing based on the 2.25% U.S. Treasury due Nov. 15, 2024 plus 40 bps;

• $2.25 billion outstanding 4.7% senior notes due April 15, 2025 (Cusip: 11135FBC4) with pricing based on the 1.125% U.S. Treasury due Feb. 28, 2025 plus 50 bps; and

• $2.25 billion outstanding 3.15% senior notes due Nov. 15, 2025 (Cusip: 11135FAT8) with pricing based on the 0.25% U.S. Treasury due Sept. 30, 2025 plus 50 bps.

Pool two offers

Broadcom will exchange the following note series for new notes due April 15, 2034 to be priced based on the 1.125% U.S. Treasury due Feb. 15, 2031 plus 178 bps, by acceptance priority level:

• $1,352,128,000 outstanding 3.625% senior notes due Jan. 15, 2024 (Cusip: 111134LAE9) issued by Broadcom Corp. with pricing based on the 0.25% U.S. Treasury due Nov. 15 ,2023 plus 25 bps;

• $1,044,409,000 outstanding 3.625% senior notes due Oct. 15, 2024 (Cusip: 111135AD3) with pricing based on the 1.25% U.S. Treasury due Aug. 31, 2024 plus 25 bps;

• $2.5 billion outstanding 4.25% senior notes due April 15, 2026 (Cusip: 111135FAE1) with pricing based on the 0.5% U.S. Treasury due Feb. 28, 2026 plus 85 bps;

• $4.8 billion outstanding 3.875% senior notes due Jan. 15, 2027 (Cusip: 11134LAG4) issued by Broadcom Corp. with pricing based on the 0.5% U.S. Treasury due Feb. 28, 2026 plus 115 bps;

• $350 million outstanding 4.7% senior notes due March 15, 2027 (Cusip: 12673PAJ4) issued by CA, Inc. with pricing based on the 0.5% U.S. Treasury due Feb. 28, 2026 plus 125 bps; and

• $1,695,320,000 outstanding 3.459% senior notes due Sept. 15, 2026 (Cusip: 11135FAM3) with pricing based on the 0.5% U.S. Treasury due Feb. 28, 2026 plus 100 bps.

Details

Pricing will be determined at 11 a.m. ET on March 29.

Holders who tender and do not withdraw existing notes prior to the early participation date will receive the total consideration minus the cash component and a cash payment for each $1,000 of notes tendered and accepted, including a $50 early participant payment per $1,000 of notes tendered.

Holders who tender after the early participation date will receive the exchange consideration minus the cash component and a cash payment for each $1,000 of such existing notes.

Consummation of the offers is subject to a number of conditions, including, the issuance of at least $500 million 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.

Broadcom will also pay interest on the notes.

The early participation deadline will be 5 p.m. ET on March 26.

The early settlement date is expected to be March 31.

The offers will expire at 12 a.m. ET on April 9.

Final settlement is expected to be April 13.

D.F. King & Co., Inc. (866 416-0577, 212 269-5550) is the information agent, and BofA Securities, Inc. and HSBC Securities (USA) Inc. are the dealer managers.

Broadcom is a San Jose, Calif.-based designer and developer of semiconductor and infrastructure software solutions.

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