Broadcom gives exchange results, will accept notes from five series

Chicago, April 14 – Broadcom Inc. announced the early results of its six-series exchange offer for up to $2.5 billion of new notes due 2037 with a cash payment, according to a press release.

The company was offering to exchange existing $1,000-par notes for $1,000 of new notes, in an even exchange, with any excess amount paid in cash. Details on the additional cash payments are in the series list below.

The new notes will be due May 15, 2037. Pricing was based on the 1.875% U.S. Treasury due Feb. 15, 2032 plus 215 basis points. As a result, the interest rate will be 4.926%.

The announced the tendered amounts, the acceptance amounts and the pricing for the exchange offer on Thursday. Accordingly, the company will accept the following amounts of tendered notes:

• All of the $49,686,000 tendered of the $265,102,000 outstanding 4.7% senior notes due March 15, 2027 issued by CA, Inc. (Cusip: 12673PAJ4) with pricing based on the 2.5% U.S. Treasury due March 31, 2027 plus 155 bps for a cash payment of $17.50 per note;

• All of the $479,609,000 tendered of the $1,085,914,000 outstanding 5% senior notes due April 2030 (Cusips: 11135FAH4, U1109MAG1, 11135FBD2) with pricing based on the 1.875% U.S. Treasury due Feb. 15, 2032 plus 140 bps for a cash payment of $54.07 per note;

• All of the $302,581,000 tendered of the $1,958,001,000 outstanding 4.75% senior notes due April 15, 2029 (Cusips: 11135FAB2, U1109MAB2, 11135FBA8) with pricing based on the 1.875% U.S. Treasury due Feb. 15, 2032 plus 130 bps for a cash payment of $39.42 per note;

• All of the $847,002,000 tendered of the $1,965,176,000 outstanding 4.11% senior notes due Sept. 15, 2028 (Cusips: 11135FAK7, U1109MAH9, 11135FAL5) with pricing based on the 2.5% U.S. Treasury due March 31, 2027 plus 120 bps for a cash payment of $9.66 per note;

• $823,315,000(with a proration factor of 57.59% applied) of the $1,430,376,000 tendered of the $2,679,058,000 outstanding 4.15% senior notes due Nov. 15, 2030 (Cusips: 11135FAP6, U1109MAK2, 11135FAQ4) with pricing based on the 1.875% U.S. Treasury due Feb. 15, 2032 plus 140 bps which priced out as $998.11 per $1,000 note so noteholders will have their notes evenly exchanged with no cash payment; and

• None of the $1,134,287,000 tendered of the $2 billion outstanding 4.3% senior notes due Nov. 15, 2032 (Cusips: 11135FAR2, U1109MAL0, 11135FAS0) with pricing to have been based on the 1.875% U.S. Treasury due Feb. 15, 2032 plus 165 bps and with a $500 million subcap for just this series.

A total of $4,243,541,000 of notes were tendered by the early deadline. As the offer was for $2.5 billion of notes, no more notes will be accepted after the early deadline. The company is accepting $2,502,193,000 principal amount of notes.

Noteholders who participated by the early deadline will receive the total consideration, which includes $50 in new notes as an early consideration that would not have been paid to noteholders who tendered after the early deadline.

Interest will also be paid to the settlement date.

Pricing took place at 11 a.m. ET on April 14.

Details

The early participation deadline was 5 p.m. ET on April 13, also the withdrawal deadline.

An early settlement has been elected for April 18.

The exchange offers technically expire at midnight ET at the end of the day on April 27. However, as previously mentioned, no more notes are being accepted.

There is a condition where at least $500 million of new notes must be issued on the final settlement date. That condition is expected to be satisfied.

The offer is not open to the public. The offer is open to Rule 144A investors, Rule 902 investors under the Securities Act or Canadian accredited investors and permitted clients.

Barclays, BBVA Securities Inc., BNP Paribas Securities Corp. and J.P. Morgan Securities LLC are acting as dealer managers.

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

Broadcom is a San Jose, Calif.-based semiconductor manufacturer and infrastructure software developer.

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