Broadcom gives early participation results, modifies exchange offers

Chicago, Sept. 27 – Broadcom Inc. announced the early participation results of its exchange offer and the modification of the offer with more generous terms, according to a news release on Monday morning.

The offer separated the notes into two pools of notes with caps for each pool. Both caps have been raised.

Broadcom is now offering to exchange a total of $6 billion of the notes from both pools, with $3.25 billion allotted for pool 1 and $2.75 billion available for pool 2. The original offer was for $5 billion of notes, with $2.75 billion for pool 1 and $2.25 billion for pool 2.

Under the upsized cap, noteholders have tendered enough notes to reach that cap. No more notes will be accepted for exchange after the early participation deadline.

Additionally, certain series had subcaps. The subcaps have been eliminated.

Pool 1

Broadcom was 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.

Tenders were received from the eights series that are part of the exchange offer for up to $3.25 billion of new notes due 2035, listed in acceptance priority order, in the following amounts:

• $90,528,000 of 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;

• $227,633,000 of the $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;

• $517,730,000 of the $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;

• $238,348,000 of the $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;

• $943,002,000 of the $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 eliminated);

• $890,672,000 of the $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 eliminated);

• $84,898,000 of the $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

• $1,144,192,000 of the $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.

A total of $4,137,003,000 of notes were tendered by the early deadline from the first pool.

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 tendered 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, now eligible for exchange of $2.75 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 received tenders for the following amounts of notes:

• $472,973,000 of the $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;

• $1,164,086,000 of the $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;

• $1,041,999,000 of the $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 eliminated); and

• $1,386,331,000 of the $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.

A total of $4,065,389,000 principal amount of notes was tendered from the second pool.

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 was 5 p.m. ET on Sept. 24.

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

Early settlement will take place on Sept. 30

The offers were set to expire at midnight ET on Oct. 8.

Final settlement was scheduled for Oct. 12 but will no longer occur because the offer was oversubscribed.

There was a condition that Broadcom had to issue at least $500 million of new notes of each series. This condition is expected to be satisfied.

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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