Broadcom Announces Pricing of Private Offering of Senior Notes
October 10 2017 - 5:47PM
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”),
have priced the previously announced offering of $750 million of
2.200% Senior Notes due 2021, $1,000 million of 2.650% Senior Notes
due 2023, $1,000 million of 3.125% Senior Notes due 2025 and $1,250
million of 3.500% Senior Notes due 2028. The closing of the
offering is expected to occur on October 17, 2017, subject to
customary closing conditions. The notes will be guaranteed on a
senior unsecured basis by Broadcom and its subsidiary, Broadcom
Cayman L.P. The Co-Issuers intend to use the net proceeds from the
sale of the notes, plus cash on hand, to finance the pending
acquisition of Brocade Communications Systems, Inc., or, if such
acquisition is not completed, for general corporate purposes, which
could include future acquisitions.
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”, “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 loss of our
significant customers and fluctuations in the timing and volume of
significant customer demand; our dependence on contract
manufacturers and outsourced supply chain; any acquisitions we may
make, including our pending acquisition of Brocade Communications
Systems, Inc., such as delays, challenges and expenses associated
with receiving governmental and regulatory approvals and satisfying
other closing conditions and with integrating acquired companies
with our existing businesses and our ability to achieve the
benefits, growth prospects and synergies expected from such
acquisitions; our ability to accurately estimate customers’ demand
and adjust our manufacturing and supply chain accordingly; our
significant indebtedness, including the need to generate sufficient
cash flows to service and repay such debt; dependence on and risks
associated with distributors of our products; our ability to
improve our manufacturing efficiency and quality; increased
dependence on a small number of markets; quarterly and annual
fluctuations in 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; rates of growth in our target markets; prolonged
disruptions of our or our contract manufacturers’ manufacturing
facilities or other significant operations; 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 maintain tax
concessions in certain jurisdictions; our ability to protect our
intellectual property and the unpredictability of any associated
litigation expenses; any expenses or reputational damage associated
with resolving customer product and warranty and indemnification
claims; our ability to sell to new types of customers and to keep
pace with technological advances; market acceptance of the end
products into which our products are designed; 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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