Broadcom begins exchange offers for $5 billion of new notes and cash

Chicago, Sept. 13 – Broadcom Inc. has offered existing noteholders the opportunity to exchange certain notes in a first pool for up to $2.75 billion of new notes due 2035 plus cash and certain notes in a second pool for up to $2.25 billion of new notes due 2036 and cash, according to a press release on Monday evening.

Pool 1

Broadcom is offering to exchange eight series of notes in the first pool, initially issued by Broadcom Inc., or where noted, by Broadcom Corp. or CA, Inc.

The eights series that are part of the exchange offer for up to $2.75 billion of new notes due 2035, listed in acceptance priority order, are the:

• $585,069,000 outstanding 3.125% senior notes due Jan. 15, 2025 (Cusip: 11134LAP4) issued by Broadcom Corp. with pricing based on the 0.75% U.S. Treasury due Aug. 31, 2026 without an additional fixed spread;

• $1,247,347,000 outstanding 4.7% senior notes due April 15, 2025 (Cusip: 11135FBC4) with pricing based on the 0.75% U.S. Treasury due Aug. 31, 2026 plus 25 basis points;

• $1,417,586,000 outstanding 3.15% senior notes due Nov. 15, 2025 (Cusip: 11135FAT8) with pricing based on the 0.75% U.S. Treasury due Aug. 31, 2026 plus 30 bps;

• $1,182,836,000 outstanding 4.25% senior notes due April 15, 2026 (Cusips: 11135FAE1, U1109MAE6) with pricing based on the 0.75% U.S. Treasury due Aug. 31, 2026 plus 45 bps;

• $1,695,320,000 outstanding 3.459% senior notes due Sept. 15, 2026 (Cusip: 11135FAN1) with pricing based on the 0.75% U.S. Treasury due Aug. 31, 2026 plus 60 bps (with a $600 million subcap on the series);

• $3,812,954,000 outstanding 3.875% senior notes due Jan. 15, 2027 (Cusips: 11134LAG4, U1108LAD1) issued by Broadcom Corp. with pricing based on the 0.75% U.S. Treasury due Aug. 31, 2026 plus 70 bps (with a $1 billion subcap on the series);

• $350 million outstanding 4.7% senior notes due March 15, 2026 (Cusip: 12673P AJ4) issued by CA, Inc. with pricing based on the 0.75% U.S. Treasury due Aug. 31, 2026 plus 100 bps; and

• $2,222,349,000 outstanding 4.11% senior notes due Sept. 15, 2028 (Cusips: 11135FAK7, U1109MAH9, 11135FAL5) with pricing based on the 0.75% U.S. Treasury due Aug. 31, 2026 plus 60 bps.

The cash payment on the notes will be calculated as the amount above an even $1,000 existing note to $1,000 new note exchange.

Holders who tender their notes by the early deadline will receive an early tender payment of $50 of new notes. The early tender payment is not part of the calculation for $1,000 of old notes for $1,000 of new notes. This would be in addition to the even exchange.

Interest on the existing notes will be paid to the settlement date.

Pool 2

There are four series in the second pool, eligible for exchange of $2.25 billion of new notes due 2036 and cash.

The notes were initially issued by Broadcom Inc., or where noted by Broadcom Corp.

Listed by acceptance priority order, Broadcom is offering to exchange notes from the following series:

• $1.25 billion outstanding 3.5% senior notes due Jan. 15, 2028 (Cusips: 11134LAQ2, U1108LAH2, 11134LAR0) originally issued by Broadcom Corp. with pricing based on the 1.25% U.S. Treasury due Aug. 15, 2031 plus 35 bps;

• $2.25 billion 5% senior notes due April 15, 2030 (Cusips: 11135FAH4, U1109MAG1, 11135FBD2) with pricing based on the 1.25% U.S. Treasury due Aug. 15, 2031 plus 100 bps;

• $3 billion outstanding 4.75% senior notes due April 15, 2029 (Cusips: 11135FAB7, U1109MAB2, 11135FBA8) with pricing based on the 1.25% U.S. Treasury due Aug. 15, 2031 plus 80 bps (and with a $600 million subcap for the series); and

• $2.75 billion outstanding 4.15% senior notes due Nov. 15, 2030 (Cusips: 11135FAP6, U1109MAK2, 11135FAQ4) with pricing based on the 1.25% U.S. Treasury due Aug. 15, 2031 plus 105 bps.

Like the first pool, noteholders will receive $1,000 of new notes for each $1,000 of old notes, plus a cash payment for any excess above the exchange.

Separately, noteholders will be paid $50 in new notes if they tender their notes by the early deadline.

Interest on the existing notes will be paid to the settlement date.

New notes

The new notes for the pool 1 offer will have a Nov. 15, 2035 maturity date and a spread of 165 bps over the 1.25% U.S. Treasury due Aug. 15, 2031.

The new notes for the pool 2 offer will be due Nov. 15, 2036 and will be priced with a spread of 170 bps over the 1.25% us Aug. 15, 2031.

Details

The early participation deadline is 5 p.m. ET on Sept. 24.

The offers will expire at midnight ET on Oct. 8.

Pricing will be determined at 11 a.m. ET on Sept. 27.

Any early settlement will be on Sept. 30.

Final settlement is currently scheduled for Oct. 12.

Dealer managers for the offer are BNP Paribas Securities Corp., J.P. Morgan Securities LLC and TD Securities (USA) LLC.

D.F. King & Co., Inc is the information agent for the offers (866 416-0577, 212 269-5550, http://www.dfking.com/broadcom).

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

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