Broadcom offers to exchange notes for new notes due 2037, cash

Chicago, April 1 – Broadcom Inc. is offering to exchange some of its notes from six series for up to $2.5 billion of new notes due 2037 with a cash payment, according to a press release.

The existing $1,000-par notes are exchangeable for $1,000 of new notes, in an even exchange, with any excess amount paid in cash.

The new notes will be due May 15, 2037. Pricing will be based on the 1.875% U.S. Treasury due Feb. 15, 2032 plus 215 basis points.

There are six notes involved in the offer. Listed by acceptance priority level, they are:

• $265,102,000 outstanding 4.7% senior notes due March 15, 2027 issued by CA, Inc. (Cusip: 12673PAJ4) with pricing to be based on the 2.5% U.S. Treasury due March 31, 2027 plus 155 bps;

• $1,085,914,000 outstanding 5% senior notes due April 2030 (Cusips: 11135FAH4, U1109MAG1, 11135FBD2) with pricing to be based on the 1.875% U.S. Treasury due Feb. 15, 2032 plus 140 bps;

• $1,958,001,000 outstanding 4.75% senior notes due April 15, 2029 (Cusips: 11135FAB2, U1109MAB2, 11135FBA8) with pricing to be based on the 1.875% U.S. Treasury due Feb. 15, 2032 plus 130 bps;

• $1,965,176,000 outstanding 4.11% senior notes due Sept. 15, 2028 (Cusips: 11135FAK7, U1109MAH9, 11135FAL5) with pricing to be based on the 2.5% U.S. Treasury due March 31, 2027 plus 120 bps;

• $2,679,058,000 outstanding 4.15% senior notes due Nov. 15, 2030 (Cusips: 11135FAP6, U1109MAK2, 11135FAQ4) with pricing to be based on the 1.875% U.S. Treasury due Feb. 15, 2032 plus 140 bps; and

• $2 billion outstanding 4.3% senior notes due Nov. 15, 2032 (Cusips: 11135FAR2, U1109MAL0, 11135FAS0) with pricing to be 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.

Noteholders who participate by the early deadline will receive the total consideration, which will include $50 in new notes as an early consideration that will not be paid to noteholders who tender after the early deadline.

Interest will also be paid to the applicable settlement date.

Pricing will take place at 11 a.m. ET on April 14.

Details

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

If there is an early settlement, it would be on April 18.

The exchange offers will expire at midnight ET at the end of the day on April 27.

Final settlement is planned for April 29.

There is a condition where at least $500 million of new notes must be issued on the final settlement date and will be treated as part of the same issue as the new notes issued on the early settlement date.

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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