Broadcom Announces Private Offering of Senior Notes
January 11 2017 - 8:30AM
Broadcom Limited (Nasdaq:AVGO) (“Broadcom” or the “Company”)
announced today that two of its subsidiaries, Broadcom Corporation
and Broadcom Cayman Finance Limited (together, the "Co-Issuers")
intend to offer senior notes, subject to market conditions and
other factors. The notes will be guaranteed on a senior unsecured
basis by Broadcom and certain of its other subsidiaries. The
Co-Issuers intend to use the net proceeds from the sale of the
notes to repay indebtedness outstanding under Broadcom's credit
facility and to pay related fees and expenses.
The securities are being sold in a private placement to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and
to non-U.S. persons outside the United States under Regulation
S under the Securities Act. The securities have not been registered
under the Securities Act, and unless so registered, may not be
offered or sold in the United States absent registration or an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and other
applicable securities laws.
This press release is neither an offer to sell nor a
solicitation of an offer to buy the securities, nor shall
there be any sale of the securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction. This notice is being issued pursuant to and in
accordance with Rule 135c under the Securities Act.
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 statements about the proposed offering and the use
of proceeds therefrom and other statements identified by words such
as “will”, “expect”, “intends”, “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 any risks associated with our acquisition of
Broadcom Corporation and other acquisitions we may make, such as
delays, challenges and expenses associated with integrating
acquired companies with our existing businesses and our ability to
achieve the growth prospects and synergies expected from
acquisitions we may make, including our pending acquisition of
Brocade Communications Systems, Inc.; 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 dependence on outsourced service
providers for certain key business services and their ability to
execute to our requirements; our ability to accurately estimate
customers’ demand and adjust supply chain and third-party
manufacturing capacity accordingly; dependence on a small number of
markets; dependence on and risks associated with distributors of
our products; quarterly and annual fluctuations in our operating
results; cyclicality in the semiconductor industry or in our target
markets; global economic conditions and concerns; our competitive
performance and ability to continue achieving design wins with our
customers, as well as the timing of those design wins; our ability
to increase our internal manufacturing capacity to meet customer
demand; prolonged disruptions of our or our contract manufacturers'
manufacturing facilities or other significant operations; our
ability to maintain or improve gross margin; our ability to
maintain tax concessions in certain jurisdictions and changes in
our taxes; our ability to protect our intellectual property and the
unpredictability of any associated litigation expense; any expense
or reputational damage associated with resolving customer product
warranty and indemnification claims; our significant
indebtedness, including the need to generate sufficient cash flows
to service and repay such debt; and other events and trends on a
national, regional and global scale, including those of a
political, economic, business, competitive and regulatory
nature.
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. We undertake no intent or obligation to publicly update
or revise any of these forward looking statements, whether as a
result of new information, future events or otherwise, except as
required by law.
Broadcom Limited
Ashish Saran
Investor Relations
+1 408 433 8000
investor.relations@broadcom.com
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