Item 1.01
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Entry into a Material Definitive Agreement
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On April 5, 2019, Broadcom Inc. (the Company), completed its issuance and sale of $11.0 billion in aggregate principal amount of senior
unsecured notes comprised of $2,000 million aggregate principal amount of 3.125% senior notes due 2021 (the 2021 Notes), $1,500 million aggregate principal amount of 3.125% senior notes due 2022 (the 2022 Notes),
$2,000 million aggregate principal amount of 3.625% senior notes due 2024 (the 2024 Notes), $2,500 million aggregate principal amount of 4.250% senior notes due 2026 (the 2026 Notes) and $3,000 million
aggregate principal amount of 4.750% senior notes due 2029 (the 2029 Notes and, together with the 2021 Notes, the 2022 Notes, the 2024 Notes and the 2026 Notes, the Notes). Each series of Notes will initially be fully and
unconditionally guaranteed, jointly and severally, on an unsecured, unsubordinated basis by Broadcom Technologies Inc., a Delaware corporation, Broadcom Corporation, a California corporation and Broadcom Cayman Finance Limited, an exempted company
incorporated with limited liability under the laws of the Cayman Islands (together, the Guarantors). The Company intends to use the net proceeds from the sale of the Notes to repay outstanding indebtedness under its existing credit
agreement with Bank of America, N.A., as the administrative agent.
Indenture
The Notes were issued pursuant to an Indenture, dated April 5, 2019, among the Company, the Guarantors and Wilmington Trust, National Association, as
trustee (the Indenture). Each series of Notes pays interest semi-annually in arrears on April 15 and October 15 of each year. The Notes were offered 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 certain
non-U.S.
persons in transactions outside of the United States in reliance on Regulation S under the Securities Act.
Optional Redemption Provisions and Change of Control Purchase Right
The Company may, at its option, redeem or purchase, in whole or in part, the 2021 Notes, the 2022 Notes, the 2024 Notes, the 2026 Notes and the 2029 Notes at
any time prior to April 15, 2021 (their maturity date), October 15, 2022 (their maturity date), September 15, 2024 (one month prior to their maturity), February 15, 2026 (two months prior to their maturity), and January 15,
2029 (three months prior to their maturity), respectively, at a price equal to 100% of the principal amount of the applicable Notes redeemed, plus a corresponding make-whole premium as set forth in the Indenture, plus accrued and unpaid
interest thereon to, but excluding, the redemption date. In addition, the Company may, at its option, redeem or purchase, in whole or in part, the 2024 Notes, the 2026 notes and the 2029 Notes on or after September 15, 2024, February 15,
2026 and January 15, 2029, respectively, at a redemption price equal to 100% of the principal amount of the applicable Notes redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.
In the event that certain changes in the tax law of any relevant jurisdiction would impose withholding taxes on payments on the Notes, the Company may redeem
a series of Notes in whole, but not in part, at any time, at a redemption price of 100% of the principal amount, plus accrued and unpaid interest thereon, if any, and Additional Amounts (as defined in the Indenture), if any, to the redemption date.