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Broadcom Inc. Announces Private Exchange Offers of Certain Outstanding Notes for New Notes
Monday, September 20, 2021

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            
           
              Title of                
         
         Principal       
       
          Acceptance           
     
     Sub-Cap
             (1)    
       
              Reference     
     
              Bloomberg              Fixed    
       
            % of
        
        
          
              Numbers   
         
            
              Security          
         
         
           Amount                     Priority                                                         U.S.       Reference                Spread             Premium
                                       
       
           
              (collectively, the   
         
         
          Outstanding             Level
              (1)                                                  Treasury       Page             (bps)
           (2)        in Cash(3)
                                                 "Pool 1 Existing                                                                                                                                  Security
                                                     Notes")

    ---                                                                                                                                                                                                                                                                 ---

           
        11134L AP4 (Exch)           
           3.125% Senior Notes                               $585,069,000                               1                         N/A   
            0.750% due            
            FIT1                         0                   100%
                                              due 1/15/2025, issued                                                                                                                 August 31,
                                                   by Broadcom                                                                                                                                         2026
                                                   Corporation


           
        11135F BC4 (Exch)           
           4.700% Senior Notes                             $1,247,347,000                               2                         N/A   
            0.750% due            
            FIT1                        25                   100%
                                              due 4/15/2025, issued                                                                                                                 August 31,
                                                  by the Company                                                                                                                                       2026


           
        11135F AT8 (144A)           
           3.150% Senior Notes                             $1,417,586,000                               3                         N/A   
            0.750% due            
            FIT1                        30                   100%
          
        U1109M AM8 (Reg S)                                  due 11/15/2025,                                                                                                  August 31,
           
        11135F BB6 (Exch)                 issued by the                                                                                                                                        2026
                                                     Company


           
        11135F AE1 (144A)           
           4.250% Senior Notes                             $1,182,836,000                               4                         N/A   
            0.750% due            
            FIT1                        45                   100%
          
        U1109M AE6 (Reg S)             due 4/15/2026, issued                                                                                                                 August 31,
           
        11135F AZ4 (Exch)                 by the Company                                                                                                                                       2026


           
        11135F AN1 (Exch)           
           3.459% Senior Notes                             $1,695,320,000                               5                $600,000,000    
            0.750% due            
            FIT1                        60                   100%
                                              due 9/15/2026, issued                                                                                                                 August 31,
                                                  by the Company                                                                                                                                       2026


           
        11134L AG4 (144A)           
           3.875% Senior Notes                             $3,812,954,000                               6              $1,000,000,000    
            0.750% due            
            FIT1                        70                   100%
          
        U1108L AD1 (Reg S)             due 1/15/2027, issued                                                                                                                 August 31,
           
        11134L AH2 (Exch)                  by Broadcom                                                                                                                                         2026
                                                   Corporation


           
        12673P AJ4 (144A)           
           4.700% Senior Notes                               $350,000,000                               7                         N/A   
            0.750% due            
            FIT1                       100                   100%
                                              due 3/15/2027, issued                                                                                                                 August 31,
                                                   by CA, Inc.                                                                                                                                         2026


           
        11135F AK7 (144A)           
           4.110% Senior Notes                             $2,222,349,000                               8                         N/A   
            1.250% due            
            FIT1                        60                   100%
          
        U1109M AH9 (Reg S)             due 9/15/2028, issued                                                                                                                 August 15,
           
        11135F AL5 (Exch)                 by the Company                                                                                                                                       2031



                             (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        
          
                Title of             
       
       Principal           Acceptance             Sub-Cap
            (1)              Reference                     Bloomberg                 Fixed               % of
                             Numbers                          Security      
       
       
           Amount               Priority                                                 U.S.       Reference                   Spread             Premium
                                                         (collectively, the               Outstanding     Level
                (1)                                         Treasury       Page               (bps)
            (2)        in Cash(3)
                                         "Pool 2 Existing                                                                                                               Security
                                              Notes")

    ---                                                                                                                                                                                                                                        ---

         
      11134L AQ2 (144A)          
            3.500% Senior                          $1,250,000,000                          1                   N/A                      1.250%  
              FIT1                            35                100%
        
      U1108L AH2 (Reg S)                Notes due                                                                                                 due August
         
      11134L AR0 (Exch)            1/15/2028, issued                                                                                                              15, 2031
                                            by Broadcom
                                            Corporation


         
      11135F AH4 (144A)          
            5.000% Senior                          $2,250,000,000                          2                   N/A                      1.250%  
              FIT1                           100                100%
        
      U1109M AG1 (Reg S)                Notes due                                                                                                 due August
         
      11135F BD2 (Exch)            4/15/2030, issued                                                                                                              15, 2031
                                          by the Company


         
      11135F AB7 (144A)          
            4.750% Senior                          $3,000,000,000                          3          $600,000,000                       1.250%  
              FIT1                            80                100%
        
      U1109M AB2 (Reg S)                Notes due                                                                                                 due August
         
      11135F BA8 (Exch)            4/15/2029, issued                                                                                                              15, 2031
                                          by the Company


         
      11135F AP6 (144A)          
            4.150% Senior                          $2,750,000,000                          4                   N/A                      1.250%  
              FIT1                           105                100%
        
      U1109M AK2 (Reg S)                Notes due                                                                                                 due August
         
      11135F AQ4 (Exch)                                   11/15/2030,                                                                                             15, 2031
                                           issued by the
                                              Company



                            (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            Maturity   
          
                Aggregate Principal Amount of Existing Notes To Be   
         
                Reference     
      
                Spread to
     Series               Date                                      Accepted for Exchange                                                      Security     Reference
                                                                                                                                                          Security (bps)


         New 2035       
        November       
         An amount of Pool 1 Existing Notes such that the aggregate principal   
             1.250% due                                   165
     Notes                         15, 2035     amount of New 2035 Notes issued does not exceed $2,750,000,000             August 15, 2031


         New 2036       
        November       
         An amount of Pool 2 Existing Notes such that the aggregate principal   
             1.250% due                                   170
     Notes                         15, 2036     amount of New 2036 Notes issued does not exceed $2,250,000,000             August 15, 2031

      ---

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 applicable New Notes)
        for each $1,000 principal amount of each series of Existing Notes
        tendered and not validly withdrawn at or prior to the Early
        Participation Date.
    --  The Company will pay interest on the New 2035 Notes at a rate per annum
        equal to (a) the yield, calculated in accordance with standard market
        practice, that corresponds to the bid-side price of the 1.250% United
        States Treasury due August 15, 2031 as of the Pricing Time as displayed
        on the Bloomberg Government Pricing Monitor page FIT1 (or any recognized
        quotation source selected by us in our sole discretion if such quotation
        report is not available or is manifestly erroneous), plus (b) a fixed
        spread of 165 basis points.
    --  The Company will pay interest on the New 2036 Notes at a rate per annum
        equal to (a) the yield, calculated in accordance with standard market
        practice, that corresponds to the bid-side price of the 1.250% United
        States Treasury due August 15, 2031 as of the Pricing Time as displayed
        on the Bloomberg Government Pricing Monitor page FIT1 (or any recognized
        quotation source selected by us in our sole discretion if such quotation
        report is not available or is manifestly erroneous), plus (b) a fixed
        spread of 170 basis points.
    --  Assuming the Company elects to have an early settlement, settlement for
        Existing Notes tendered at or prior to the Early Participation Date and
        accepted by the Company is expected to be September 30, 2021, unless
        extended by the Company (the "Early Settlement Date"). Settlement for
        Existing Notes tendered and accepted after the Early Participation Date
        is expected to be October 12, 2021, unless extended by the Company (the
        "Final Settlement Date").
    --  Eligible holders who validly tender and who do not validly withdraw
        their Existing Notes at or prior to 5:00 p.m., New York City time, on
        September 24, 2021, unless extended by the Company (the "Early
        Participation Date"), and whose tenders are accepted for exchange by the
        Company, will receive the Total Consideration for each $1,000 principal
        amount of Existing Notes.
    --  All Eligible Holders whose Existing Notes are accepted in an Exchange
        Offer will receive a cash payment equal to accrued and unpaid interest
        on such Existing Notes to, but not including, the applicable Settlement
        Date in addition to their Total Consideration.
    --  Tenders of Existing Notes in the Exchange Offers may be validly
        withdrawn at any time at or prior to 5:00 p.m., New York City time, on
        September 24, 2021, unless extended by the Company (the "Withdrawal
        Deadline"), but will thereafter be irrevocable, except in certain
        limited circumstances where additional withdrawal rights are required by
        law.
    --  Consummation of the Exchange Offers is subject to a number of
        conditions, including, among other things, the issuance of at least
        $500,000,000 aggregate principal amount 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, if any, issued on the Early Settlement Date for
        U.S. federal income tax purposes.
    --  The Company will not receive any cash proceeds from the Exchange Offers.

If and when issued, the New Notes will not have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. The New Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Company will enter into a registration rights agreement with respect to the New Notes. The New Notes will be unsecured obligations of the Company and will rank pari passu with all other unsecured and unsubordinated indebtedness of the Company.

The Exchange Offers are only made, and copies of the documents relating to the Exchange Offers will only be made available, to a holder of Existing Notes who has certified in an eligibility certification certain matters to the Company, including its status as a "qualified institutional buyer" as defined in Rule 144A under the Securities Act or who is a person other than a "U.S. person" as defined in Rule 902 under the Securities Act. Holders of Existing Notes who desire access to the electronic eligibility form should contact D.F. King & Co., Inc., the information agent (the "Information Agent") for the Exchange Offers, at (866) 416-0577 (U.S. Toll-free) or (212) 269-5550 (Collect). Holders that wish to receive the Offering Documents can certify eligibility on the eligibility website at: http://www.dfking.com/broadcom. In connection with the Exchange Offers, BNP Paribas Securities Corp., J.P. Morgan Securities LLC and TD Securities (USA) LLC are acting as dealer managers (collectively, the "Dealer Managers").

This news release does not constitute an offer or an invitation by the Company to participate in the Exchange Offers in any jurisdiction in which it is unlawful to make such an offer or solicitation in such jurisdiction. None of Broadcom, the Information Agent or the Dealer Managers makes any recommendation as to whether any eligible holders should participate in the applicable Exchange Offer, and no one has been authorized by any of them to make such a recommendation. Eligible holders must make their own decisions as to whether to exchange their Existing Notes, and if so, the principal amount of such Existing Notes to be exchanged.

About Broadcom Inc.

Broadcom Inc., a Delaware corporation headquartered in San Jose, CA, is a global technology leader that designs, develops and supplies a broad range of semiconductor and infrastructure software solutions. Broadcom's category-leading product portfolio serves critical markets including data center, networking, enterprise software, broadband, wireless, storage and industrial. Our solutions include data center networking and storage, enterprise, mainframe and cyber security software focused on automation, monitoring and security, smartphone components, telecoms and factory automation.

Cautionary Note Regarding Forward-Looking Statements

This announcement contains forward-looking statements (including within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended) concerning Broadcom. These statements include, but are not limited to, statements that address our expected future business and financial performance and other statements identified by words such as "will," "expect," "believe," "anticipate," "estimate," "should," "intend," "plan," "potential," "predict," "project," "aim," and similar words, phrases or expressions. These forward-looking statements are based on current expectations and beliefs of the management of Broadcom, as well as assumptions made by, and information currently available to, such management, current market trends and market conditions and involve risks and uncertainties, many of which are outside the Company's and management's control, and which may cause actual results to differ materially from those contained in forward-looking statements. Accordingly, you should not place undue reliance on such statements.

Particular uncertainties that could materially affect future results include risks associated with: the ongoing COVID-19 pandemic, which has had, and will likely continue to have, a negative impact on the global economy and disrupt normal business activity, and which may have an adverse effect on our results of operations; any loss of our significant customers and fluctuations in the timing and volume of significant customer demand; our dependence on contract manufacturing and outsourced supply chain; our dependency on a limited number of suppliers; global economic conditions and concerns; global political and economic conditions; government regulations and administrative proceedings, trade restrictions and trade tensions; our significant indebtedness and the need to generate sufficient cash flows to service and repay such debt; dependence on and risks associated with distributors and resellers of our products; dependence on senior management and our ability to attract and retain qualified personnel; any acquisitions we may make, such as delays, challenges and expenses associated with receiving governmental and regulatory approvals and satisfying other closing conditions, and with integrating acquired businesses with our existing businesses and our ability to achieve the benefits, growth prospects and synergies expected by such acquisitions; involvement in legal proceedings; quarterly and annual fluctuations in operating results; our ability to accurately estimate customers' demand and adjust our manufacturing and supply chain accordingly; cyclicality in the semiconductor industry or in our target markets; our competitive performance and ability to continue achieving design wins with our customers, as well as the timing of any design wins; prolonged disruptions of our or our contract manufacturers' manufacturing facilities, warehouses or other significant operations; our ability to improve our manufacturing efficiency and quality; our dependence on outsourced service providers for certain key business services and their ability to execute to our requirements; our ability to maintain or improve gross margin; our ability to protect our intellectual property and the unpredictability of any associated litigation expenses; compatibility of our software products with operating environments, platforms or third-party products; our ability to enter into satisfactory software license agreements; availability of third party software used in our products; use of open source code sources in our products; any expenses or reputational damage associated with resolving customer product warranty and indemnification claims; market acceptance of the end products into which our products are designed; our ability to sell to new types of customers and to keep pace with technological advances; our compliance with privacy and data security laws; our ability to protect against a breach of security systems; fluctuations in foreign exchange rates; our provision for income taxes and overall cash tax costs, legislation that may impact our overall cash tax costs and our ability to maintain tax concessions in certain jurisdictions; and other events and trends on a national, regional and global scale, including those of a political, economic, business, competitive and regulatory nature. Many of the foregoing risks and uncertainties are, and will be, exacerbated by the COVID-19 pandemic and any worsening of the global business and economic environment as a result.

Our filings with the Securities and Exchange Commission ("SEC"), which you may obtain for free at the SEC's website at http://www.sec.gov, discuss some of the important risk factors that may affect our business, results of operations and financial condition. Actual results may vary from the estimates provided. We undertake no intent or obligation to publicly update or revise any of the estimates and other forward-looking statements made in this announcement, whether as a result of new information, future events or otherwise, except as required by law.

Contact:
Broadcom Inc.
Ji Yoo
Investor Relations
408-433-8000
investor.relations@broadcom.com

(AVGO-Q)

View original content:https://www.prnewswire.com/news-releases/broadcom-inc-announces-private-exchange-offers-of-certain-outstanding-notes-for-new-notes-301375744.html

SOURCE Broadcom Inc.



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