Document and Entity Information
Document and Entity Information Document - shares | 3 Months Ended | |
Jan. 31, 2016 | Feb. 26, 2016 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Jan. 31, 2016 | |
Amendment Flag | false | |
Entity Registrant Name | Broadcom Cayman L.P. | |
Entity Central Index Key | 1,649,345 | |
Current Fiscal Year End Date | --10-30 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
General Partner Common Units [Member] | ||
Entity Information [Line Items] | ||
Partner Units, Units Outstanding | 390,447,960 | |
Limited Partner Exchangeable Units [Member] | ||
Entity Information [Line Items] | ||
Partner Units, Units Outstanding | 22,804,591 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS — UNAUDITED - USD ($) $ in Thousands | Jan. 31, 2016 | Nov. 01, 2015 |
Current assets: | ||
Cash | $ 40 | $ 0 |
Total current assets | 40 | 0 |
Total assets | 40 | 0 |
Current liabilities: | ||
Total current liabilities | 0 | 0 |
Total liabilities | $ 0 | $ 0 |
Commitments and contingencies (Note 4) | ||
General Partner’s capital | $ 40 | $ 0 |
Limited Partner’s capital | 0 | 0 |
Accumulated other comprehensive income | 0 | 0 |
Total partners’ capital | 40 | 0 |
Total liabilities and partners’ capital | $ 40 | $ 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF INCOME — UNAUDITED shares in Thousands, $ in Thousands | 3 Months Ended |
Jan. 31, 2016USD ($)$ / sharesshares | |
Income Statement [Abstract] | |
Net revenue | $ 0 |
Total operating expenses | (118) |
Loss before income taxes | (118) |
Income tax expense | 0 |
Net loss | (118) |
General partner’s interest in net loss | (118) |
Limited partner’s interest in net loss | $ 0 |
Loss per partner unit - basic and diluted | |
Net loss per partner unit (usd per unit) | $ / shares | $ 0 |
Weighted-average partner units outstanding: Basic and diluted (units) | shares | 0 |
CONDENSED CONSOLIDATED STATEME4
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS — UNAUDITED $ in Thousands | 3 Months Ended |
Jan. 31, 2016USD ($) | |
Statement of Cash Flows [Abstract] | |
Net loss | $ (118) |
Cash flows from operating activities | |
Total changes | 0 |
Net cash used in operating activities | (118) |
Cash flows from investing activities | |
Net cash provided by investing activities | 0 |
Cash flows from financing activities | |
Contributions from General Partner | 158 |
Net cash provided by financing activities | 158 |
Net change in cash | 40 |
Cash | $ 40 |
Overview, Basis of Presentation
Overview, Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Jan. 31, 2016 | |
Accounting Policies [Abstract] | |
Overview, Basis of Presentation and Significant Accounting Policies | Overview, Basis of Presentation and Significant Accounting Policies Overview Broadcom Cayman L.P. (f/k/a Safari Cayman L.P.) is an exempted limited partnership formed under the laws of the Cayman Islands pursuant to an Exempted Limited Partnership Agreement, or the Initial Partnership Agreement, dated May 26, 2015 by and between Broadcom Limited (f/k/a Pavonia Limited), a limited company incorporated under the laws of the Republic of Singapore, as our general partner, or Broadcom or our General Partner, and Antelope Cayman CLP Limited, an exempted company incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Broadcom, or our Initial Limited Partner. We were formed in order to effect the business combination, or the Broadcom Transaction, between Avago Technologies Limited, a limited company incorporated under the laws of the Republic of Singapore, or Avago, and Broadcom Corporation, a California corporation, or BRCM, pursuant to an Agreement and Plan of Merger dated as of May 28, 2015, by and among the Partnership, our General Partner, our Initial Limited Partner, Avago, BRCM and certain other parties named therein, as amended, or the Broadcom Agreement. Upon completion of the Broadcom Transaction, Avago and BRCM became our indirect subsidiaries. The Broadcom Transaction is discussed in further detail in Note 5. "Subsequent Events". References to “Broadcom Cayman,” the “Partnership,” “we,” “our,” and “us” are to Broadcom Cayman L.P. and its consolidated subsidiaries. As of January 31, 2016 , the Partnership has no operations and no material assets or liabilities. We have not carried on any activities other than those incidental to the Partnership’s formation and the matters contemplated by the Broadcom Agreement. Expenses incurred during the fiscal quarter ended January 31, 2016 consisted primarily of audit and legal related costs incurred in connection with the consummation of the Broadcom Transaction. We have no partnership units authorized, issued or outstanding as of such date. As our General Partner, Broadcom the exclusive right, power and authority to manage, control, administer and operate the business and affairs and to make decisions regarding the undertaking and business of the Partnership in accordance with our Initial Partnership Agreement, as amended from time to time, and applicable laws. There is no board of directors of the Partnership. Basis of Presentation The accompanying financial statements of the Partnership are presented in U.S. dollars in accordance with generally accepted accounting principles in the United States, or GAAP, for interim financial information. This financial information reflects all adjustments which are, in the opinion of management, of a normal recurring nature and necessary for a fair statement of the results for the periods presented. We operate on a 52- or 53-week fiscal year ending on the Sunday closest to October 31. Our fiscal year ending October 30, 2016 , or fiscal year 2016 , is a 52-week fiscal year. The first quarter of our fiscal year 2016 ended on January 31, 2016 , the second quarter ends on May 1, 2016 and the third quarter ends on July 31, 2016. Our fiscal year ended November 1, 2015 , or fiscal year 2015 , was also a 52-week fiscal year. All significant intercompany balances and transactions have been eliminated in consolidation. Significant Accounting Policies Use of estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences could affect the results of operations reported in future periods. Taxes on income. As a pass-through partnership, income taxes on our earnings are the responsibility of the partners and are not reflected in our condensed consolidated financial statements. The Partnership’s subsidiaries are not subject to income taxes. Allocation of affiliated entities’ costs. Costs incurred by affiliated entities are charged to the Partnership using the incremental cost allocation method. Since the Partnership has not carried on any activities other than those in connection with the consummation of the Broadcom Agreement, no incremental costs have been incurred that are not otherwise reflected in the accompanying condensed consolidated financial statements. Recent Accounting Pronouncements The Partnership evaluates new pronouncements as issued and evaluates the effect of adoption on the Partnership at the time. The Partnership has determined that the issuance of recently issued accounting pronouncements will not have an impact on the consolidated financial statements. |
Partners_ Capital
Partners’ Capital | 3 Months Ended |
Jan. 31, 2016 | |
Equity [Abstract] | |
Partners’ Capital | Partners’ Capital As of January 31, 2016 and November 1, 2015 , the Partnership has issued no partnership units. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Jan. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Our General Partner currently provides office space and administrative services to us at no cost. However, since the Partnership was formed in order to effect the Broadcom Transaction, no activities other than those incidental to the Partnership’s formation and the matters contemplated by the Broadcom Agreement were undertaken, hence the amount relating to these services is not considered to be material for financial reporting purposes. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Jan. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments Since the Partnership was formed in order to effect the Broadcom Transaction, no activities other than those incidental to the Partnership’s formation and the matters contemplated by the Broadcom Agreement have been undertaken. Contingencies Lawsuits Relating to the Acquisition of BRCM Since the announcement of the Broadcom Transaction, 11 putative class action complaints have been filed by and purportedly on behalf of alleged BRCM shareholders. Two putative class action complaints were filed in the United States District Court for the Central District of California, captioned: Wytas, et al. v. McGregor, et al., Case No. 8:15-cv-00979, filed on June 18, 2015; and Yassian, et al. v. McGregor, et al., Case No. 8:15-cv-01303, filed on August 15, 2015, or the Federal Actions. On September 2, 2015, plaintiffs in the Wytas, et al. v. McGregor, et al. matter filed an amended complaint adding claims under the U.S. federal securities laws. One putative class action complaint was filed in the Superior Court of the State of California, County of Santa Clara, captioned Jew v. Broadcom Corp., et al., Case No. 1-15-CV-281353, filed June 2, 2015. Eight putative class action complaints were filed in the Superior Court of the State of California, County of Orange, captioned: Xu v. Broadcom Corp., et al., Case No. 30-2015-00790689-CU-SL-CXC, filed June 1, 2015; Freed v. Broadcom Corp., et al., Case No. 30-2015-00790699-CU-SL-CXC, filed June 1, 2015; N.J. Building Laborers Statewide Pension Fund v. Samueli, et al., Case No. 30-2015-00791484-CU-SL-CXC, filed June 4, 2015; Yiu v. Broadcom Corp., et al., Case No. 30-2015-00791490-CU-SL-CXC, filed June 4, 2015; Yiu, et al. v. Broadcom Corp., et al., Case No. 30-2015-00791762-CU-BT-CXC, filed June 5, 2015; Yassian, et al. v. McGregor, et al., Case No. 30-2015-00793360-CU-SL-CXC, filed June 15, 2015; Seafarers’ Pension Plan v. Samueli, et al., Case No. 30-2015-00794492-CU-SL-CXC, filed June 19, 2015; and Engel v. Broadcom Corp., et al., Case No. 30-2015-00797343-CU-SL-CXC, filed on July 2, 2015, or together with Jew v. Broadcom Corp., et al., the State Actions. The Federal Actions and State Actions name as defendants, among other parties, BRCM, members of BRCM’s board of directors and Avago, and allege, among other things, breaches of fiduciary duties and aiding and abetting those alleged breaches. Additionally, the Federal Actions allege violations of Sections 14(a) and 20(a) of the Exchange Act and SEC Rule 14-a9. On August 14, 2015, the Superior Court of the State of California, County of Orange, issued an order coordinating and consolidating the State Actions, captioned Broadcom Shareholder Cases, JCCP 4834. On September 18, 2015, the United States District Court for the Central District of California consolidated the Federal Actions under the caption In re Broadcom Corporation Stockholder Litigation, Case No. 8:15-cv-00979. On September 25, 2015, the Superior Court of the State of California, County of Orange, stayed the State Actions pending the outcome of the Federal Actions. On October 28, 2015, BRCM supplemented its disclosures, and filed additional proxy materials with the SEC. On November 10, 2015, BRCM shareholders voted to approve the Broadcom Transaction. On November 16, 2015, the United States District Court for the Central District of California appointed lead plaintiffs and lead counsel in the Federal Actions. On January 15, 2016, lead plaintiffs in the Federal Actions filed a Second Amended Consolidated Class Action Complaint, or the Federal Consolidated Compliant, which names as defendants, among other parties, members of BRCM's board of directors and Avago, and alleges breaches of fiduciary duties and aiding and abetting those alleged breaches, as well as violation of Sections 14(a) and 20(a) of the Exchange Act and SEC Rule 14-a9. On February 1, 2016, we completed the acquisition of BRCM. On February 16, 2016, defendants filed a motion to dismiss the Federal Consolidated Complaint. During the periods presented, no amounts have been accrued or disclosed in the accompanying condensed consolidated financial statements with respect to loss contingencies associated with any legal proceedings, as potential losses for such matters are not considered probable and ranges of losses are not reasonably estimable. These matters are subject to many uncertainties and the ultimate outcomes are not predictable. There can be no assurances that the actual amounts required to satisfy any liabilities arising from the matters described above will not have a material adverse effect on our results of operations, financial position or cash flows. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Jan. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Acquisition of Broadcom Corporation On February 1, 2016, pursuant to the Broadcom Agreement, Broadcom, the Partnership, Avago, BRCM and various other parties consummated a scheme of arrangement and certain merger transactions, a result of which Avago and BRCM became indirect subsidiaries of Broadcom and the Partnership. Pursuant to the scheme of arrangement under Singapore Law, or the Avago Scheme, all issued ordinary shares of Avago, were exchanged on a one -for-one basis for newly issued ordinary shares of Broadcom. Immediately following the consummation of the Avago Scheme, two subsidiaries of Broadcom merged with and into BRCM with BRCM as the surviving corporation of each such merger, or the Broadcom Merger. Pursuant to the terms of the Broadcom Agreement, each share of BRCM common stock, or BRCM Share, issued and outstanding immediately prior to the effective time of the Broadcom Merger, was converted into the right to receive: (i) $54.50 in cash, subject to proration as set forth in the Broadcom Agreement, (ii) 0.4378 of Broadcom ordinary shares, subject to proration as set forth in the Broadcom Agreement and (iii) 0.4378 of our exchangeable limited partnership units, or the Restricted Exchangeable Units. Based on the elections made by BRCM shareholders, the election to receive cash, or Cash Electing Shares, was oversubscribed. Therefore, the consideration received by cash electing shareholders was prorated in accordance with the Broadcom Agreement, and those holders received approximately $51.4829 in cash and 0.0242 of Broadcom ordinary shares for each such Cash Electing Share. Elections by BRCM shareholders to receive Broadcom ordinary shares or our Restricted Exchangeable Units in exchange for their BRCM Shares were not subject to proration. In connection with the completion of the Broadcom Transaction, we amended and restated our Initial Partnership Agreement, or the Amended and Restated Partnership Agreement, at which time we authorized our Common Units and Restricted Exchangeable Units. Broadcom remained our sole general partner and currently owns a majority interest (by vote and value) in the Partnership represented by common partnership units of the Partnership, or Common Units. As a result, Broadcom is entitled to distributions from the Partnership that generally correspond to dividends and distributions that are paid by Broadcom in respect of Broadcom ordinary shares that are issued and outstanding from time to time. The balance of the partnership units are held by certain former holders of BRCM Shares in the form of our Restricted Exchangeable Units, together with any voting interest in Broadcom provided to the holders of such units pursuant to the Voting Trustee Agreement, dated as of February 1, 2016, by and among Broadcom, the Partnership and Computershare Trust Company, N.A., as trustee, or the Voting Trust Agreement. In addition, our Initial Limited Partner ceased to be a limited partner in the Partnership. Pursuant to the terms of the Amended and Restated Limited Partnership Agreement, each Restricted Exchangeable Unit is entitled to distributions from the Partnership in an amount equal to any dividends or distributions that have been declared and are payable in respect of a Broadcom ordinary share. In addition, pursuant to the Amended and Restated Partnership Agreement and the Voting Trust Agreement, Broadcom issued to the trustee 22,804,604 non-economic voting preference shares in the capital of Broadcom, or Special Voting Shares. By operation of the Voting Trust Agreement, the holders of Restricted Exchangeable Units are entitled to direct the trustee, as their proxy, to vote one Special Voting Share for each Restricted Exchangeable Unit that they hold are presented to the holders of Broadcom ordinary shares. After the first anniversary of the effective time of the Broadcom Transaction, subject to certain additional requirements and potential deferrals as set forth in the Amended and Restated Partnership Agreement, a holder of Restricted Exchangeable Units will have the right to require the Partnership to repurchase any or all of the holder’s of Restricted Exchangeable Units in consideration for, as determined by Broadcom in its sole discretion, either one Broadcom ordinary share for each Restricted Exchangeable Unit submitted for repurchase or a cash amount as determined under the Partnership Agreement. The cash portion of the Broadcom Transaction was funded with net proceeds from the issuance of the 2016 Term Loans, as defined below, as well as cash on hand of the combined companies. It is not practicable to disclose the unaudited pro-forma combined financial information for this transaction, given the short period of time between the acquisition date and the issuance of these unaudited condensed consolidated financial statements. The aggregate consideration for the Broadcom Transaction was approximately $28,731 million , net of cash acquired, consisting of the following (in millions): Cash for outstanding BRCM common stock $ 16,797 Cash for BRCM equity awards 137 Fair value of Broadcom Limited Ordinary Shares issued for outstanding BRCM common stock 15,437 Fair value of Restricted Exchangeable Units issued for outstanding BRCM common stock 3,140 Fair value of partially vested assumed Restricted Share Units 182 Effective settlement of pre-existing relationships 11 Total estimated purchase consideration 35,704 Less: cash acquired 6,973 Total estimated purchase consideration, net of cash acquired $ 28,731 We have not finalized the purchase price allocation. Accordingly, the preliminary purchase price allocation shown below could change materially as we finalize the fair values of the tangible and intangible assets acquired and liabilities assumed. Our preliminary allocation of the total purchase price, net of cash acquired, is as follows (in millions): Estimated Fair Value Trade accounts receivable $ 629 Inventory 1,530 Assets held-for-sale 268 Other current assets 160 Property, plant and equipment 772 Goodwill 19,350 Intangible assets 14,369 Other long-term assets 139 Total assets acquired 37,217 Accounts payable (598 ) Employee compensation and benefits (118 ) Current portion of long-term debt (1,475 ) Other current liabilities (1,220 ) Liabilities related to assets held-for-sale (6 ) Long-term debt (141 ) Other long-term liabilities (4,928 ) Total liabilities assumed (8,486 ) Fair value of net assets acquired $ 28,731 Goodwill is primarily attributable to the assembled workforce, anticipated company-specific synergies and economies of scale expected from the operations of the combined company. The synergies include certain cost savings, operating efficiencies, financial synergies and other strategic benefits projected to be achieved as a result of the Broadcom merger. The assignment of goodwill to our reportable segments has not yet been completed. Goodwill is not expected to be deductible for tax purposes. Intangible Assets Preliminary identified intangible assets and their respective useful lives are as follows: Approximate Fair Value (in millions) Estimated Useful Lives (in years) Developed technology $ 7,925 2 - 6 Customer contracts and related relationships 2,790 8 Order backlog 582 < 1 Tradenames, trademarks, and domain names 325 15 Intellectual property licenses 19 1 - 2 Total identified finite-lived intangible assets 11,641 In-process research and development 2,880 N/A Total identified intangible assets 14,521 Intangible assets included in assets held-for-sale (152 ) Identified intangible assets net of assets held-for-sale $ 14,369 2016 Term Loans and Revolving Credit Facility In connection with the completion of the Broadcom Transaction, on February 1, 2016, three of Broadcom’s subsidiaries, specifically Avago Technologies Cayman Holdings Ltd., or Intermediate Holdco, Avago Technologies Cayman Finance Limited, or Finance Holdco, and BC Luxembourg S.à.r.l., or collectively the Borrowers, together with a group of lenders, including Bank of America, N.A., as the administrative agent and collateral agent, entered into a collateralized credit agreement, or the 2016 Credit Agreement. The 2016 Credit Agreement provides for a Term A loan facility in the aggregate principal amount of $4,400 million , or Term A Loan, a Term B-1 dollar loan facility in the aggregate principal amount of $9,750 million , or Term B-1 Loan, a Term B-1 euro loan facility in the aggregate principal amount of €900 million , which was the equivalent to $978 million using the exchange rate of $1.0865 EUR/USD, or Term B-1 Euro Loan, a Term B-2 loan facility in the aggregate principal amount of $500 million , or Term B-2 Loan, together with the Term A Loan, Term B-1 Loan, Term B-1 Euro Loan, or the 2016 Term Loans, and a revolving credit facility, or the 2016 Revolving Credit Facility, that permits the Borrowers, to borrow loans from time to time in an aggregate principal amount of up to $500 million for working capital and other corporate purposes, including swingline loans of up to $150 million in the aggregate and for the issuance of letters of credit of up to $100 million in the aggregate, which, in the case of swingline loans and letters of credit, reduce the available borrowing capacity under the 2016 Revolving Credit Facility on a dollar for dollar basis. The Borrowers’ obligations under the 2016 Credit Agreement are guaranteed by Intermediate Holdco and certain of its subsidiaries, or the Guarantors, and are collateralized, subject to certain exceptions, by substantially all of the assets of Intermediate Holdco, each Borrower, and each Guarantor. The Term A Loan has a term of five years, the Term B-1 Loan and Term B-1 Euro Loan each have a term of seven years, the Term B-2 Loan has a term of one year and the 2016 Revolving Credit Facility has a term of five years. The 2016 Term Loans were fully drawn at the time of, and the net proceeds used to fund, in part, the completion of the Broadcom Transaction. The 2016 Term Loans will bear interest at floating rates. The Term A Loan has an initial interest rate of 2.17% , the Term B-1 Loan and the Term B-1 Euro Loan have initial interest rates of 4.25% and the Term B-2 Loan has an initial interest rate of 2.17% . The 2016 Credit Agreement includes financial covenants, customary restrictive covenants, customary events of default, customary representations and warranties. In addition, subject to certain conditions, we have the ability to increase the aggregate 2016 Term Loans and/or 2016 Revolving Credit. The Borrowers have agreed to pay the lenders a commitment fee at a rate that varies based on the public corporate credit rating of Finance Holdco. Cash Dividends Declared On March 2, 2016 , our General Partner declared an interim cash dividend of $0.49 per partnership unit, payable on March 31, 2016 to unit holders of record at the close of business (Eastern Time) on March 18, 2016 . |
Overview, Basis of Presentati10
Overview, Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Jan. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Partnership are presented in U.S. dollars in accordance with generally accepted accounting principles in the United States, or GAAP, for interim financial information. This financial information reflects all adjustments which are, in the opinion of management, of a normal recurring nature and necessary for a fair statement of the results for the periods presented. We operate on a 52- or 53-week fiscal year ending on the Sunday closest to October 31. Our fiscal year ending October 30, 2016 , or fiscal year 2016 , is a 52-week fiscal year. The first quarter of our fiscal year 2016 ended on January 31, 2016 , the second quarter ends on May 1, 2016 and the third quarter ends on July 31, 2016. Our fiscal year ended November 1, 2015 , or fiscal year 2015 , was also a 52-week fiscal year. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of estimates | Use of estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences could affect the results of operations reported in future periods. |
Taxes on income | Taxes on income. As a pass-through partnership, income taxes on our earnings are the responsibility of the partners and are not reflected in our condensed consolidated financial statements. The Partnership’s subsidiaries are not subject to income taxes. |
Allocation of affiliated entities’ costs | Allocation of affiliated entities’ costs. Costs incurred by affiliated entities are charged to the Partnership using the incremental cost allocation method. Since the Partnership has not carried on any activities other than those in connection with the consummation of the Broadcom Agreement, no incremental costs have been incurred that are not otherwise reflected in the accompanying condensed consolidated financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Partnership evaluates new pronouncements as issued and evaluates the effect of adoption on the Partnership at the time. The Partnership has determined that the issuance of recently issued accounting pronouncements will not have an impact on the consolidated financial statements. |
Subsequent Events (Tables)
Subsequent Events (Tables) | 3 Months Ended |
Jan. 31, 2016 | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | The aggregate consideration for the Broadcom Transaction was approximately $28,731 million , net of cash acquired, consisting of the following (in millions): Cash for outstanding BRCM common stock $ 16,797 Cash for BRCM equity awards 137 Fair value of Broadcom Limited Ordinary Shares issued for outstanding BRCM common stock 15,437 Fair value of Restricted Exchangeable Units issued for outstanding BRCM common stock 3,140 Fair value of partially vested assumed Restricted Share Units 182 Effective settlement of pre-existing relationships 11 Total estimated purchase consideration 35,704 Less: cash acquired 6,973 Total estimated purchase consideration, net of cash acquired $ 28,731 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Our preliminary allocation of the total purchase price, net of cash acquired, is as follows (in millions): Estimated Fair Value Trade accounts receivable $ 629 Inventory 1,530 Assets held-for-sale 268 Other current assets 160 Property, plant and equipment 772 Goodwill 19,350 Intangible assets 14,369 Other long-term assets 139 Total assets acquired 37,217 Accounts payable (598 ) Employee compensation and benefits (118 ) Current portion of long-term debt (1,475 ) Other current liabilities (1,220 ) Liabilities related to assets held-for-sale (6 ) Long-term debt (141 ) Other long-term liabilities (4,928 ) Total liabilities assumed (8,486 ) Fair value of net assets acquired $ 28,731 |
Broadcom Limited, Avago, BRCM And Various Other Parties [Member] | |
Business Acquisition [Line Items] | |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | Preliminary identified intangible assets and their respective useful lives are as follows: Approximate Fair Value (in millions) Estimated Useful Lives (in years) Developed technology $ 7,925 2 - 6 Customer contracts and related relationships 2,790 8 Order backlog 582 < 1 Tradenames, trademarks, and domain names 325 15 Intellectual property licenses 19 1 - 2 Total identified finite-lived intangible assets 11,641 In-process research and development 2,880 N/A Total identified intangible assets 14,521 Intangible assets included in assets held-for-sale (152 ) Identified intangible assets net of assets held-for-sale $ 14,369 |
Overview, Basis of Presentati12
Overview, Basis of Presentation and Significant Accounting Policies (Details) | 3 Months Ended |
Jan. 31, 2016 | |
Business Acquisition [Line Items] | |
Fiscal Period End | 52- or 53-week |
Partners_ Capital (Details)
Partners’ Capital (Details) - shares | Jan. 31, 2016 | Nov. 01, 2015 |
Equity [Abstract] | ||
General Partner Common units, issued | 0 | 0 |
Limited Partner Exchangeable units, issued | 0 | 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Pending Litigation [Member] - Broadcom Shareholders [Member] | 8 Months Ended |
Jan. 31, 2016lawsuit | |
Loss Contingencies [Line Items] | |
Number of claims filed | 11 |
Central District of California [Member] | |
Loss Contingencies [Line Items] | |
Number of claims filed | 2 |
County of Santa Clara, California [Member] | |
Loss Contingencies [Line Items] | |
Number of claims filed | 1 |
County of Orange, California [Member] | |
Loss Contingencies [Line Items] | |
Number of claims filed | 8 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - Subsequent Event [Member] | Mar. 31, 2016 | Mar. 18, 2016 | Mar. 02, 2016$ / shares | Feb. 01, 2016USD ($)subsidiarybusiness$ / sharesshares | Feb. 01, 2016EUR (€)subsidiarybusinessshares |
Subsequent Event [Line Items] | |||||
Non-economic voting preference shares, issued | shares | 22,804,604 | 22,804,604 | |||
Restricted exchangeable units, votes per special voting share, ratio | 1 | ||||
Restricted exchangeable units, convertible, conversion ratio | 1 | ||||
Dividends Payable, Date Declared, Month and Year | Mar. 2, 2016 | ||||
Dividends payable, amount per share | $ / shares | $ 0.49 | ||||
Dividends Payable, Date to be Paid | Mar. 31, 2016 | ||||
Dividends Payable, Date of Record | Mar. 18, 2016 | ||||
2016 Credit Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of subsidiaries entered into debt agreement | subsidiary | 3 | 3 | |||
Subsidiaries [Member] | Term A Loan [Member] | Term Loan [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, face amount | $ 4,400,000,000 | ||||
Debt instrument, term | 5 years | ||||
Debt Instrument, interest rate | 2.17% | 2.17% | |||
Subsidiaries [Member] | Term B-1 Loan [Member] | Term Loan [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, face amount | $ 9,750,000,000 | ||||
Debt instrument, term | 7 years | ||||
Debt Instrument, interest rate | 4.25% | 4.25% | |||
Subsidiaries [Member] | Term B-1 Euro Loan [Member] | Term Loan [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, face amount | $ 978,000,000 | € 900,000,000 | |||
Debt instrument, term | 7 years | ||||
Debt Instrument, interest rate | 4.25% | 4.25% | |||
Subsidiaries [Member] | Term B-1 Euro Loan [Member] | Term Loan [Member] | Euro Member Countries, Euro | |||||
Subsequent Event [Line Items] | |||||
Foreign currency exchange rate | 1.0865 | 1.0865 | |||
Subsidiaries [Member] | Term B-2 Loan [Member] | Term Loan [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, face amount | $ 500,000,000 | ||||
Debt instrument, term | 1 year | ||||
Debt Instrument, interest rate | 2.17% | 2.17% | |||
Subsidiaries [Member] | 2016 Revolving Credit Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, term | 5 years | ||||
Subsidiaries [Member] | 2016 Revolving Credit Agreement [Member] | Revolving Credit Facility [Member] | |||||
Subsequent Event [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 500,000,000 | ||||
Subsidiaries [Member] | 2016 Revolving Credit Agreement [Member] | Swingline Loan [Member] | |||||
Subsequent Event [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | 150,000,000 | ||||
Subsidiaries [Member] | 2016 Revolving Credit Agreement [Member] | Letter of Credit [Member] | |||||
Subsequent Event [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | ||||
Broadcom Limited, Avago, BRCM And Various Other Parties [Member] | |||||
Subsequent Event [Line Items] | |||||
Share exchange rate | 1 | 1 | |||
Number of businesses merged into newly formed corporation | business | 2 | 2 | |||
Right to receive, cash per share | $ / shares | $ 54.50 | ||||
Right to receive, share conversion | 0.4378 | 0.4378 | |||
Right to receive, unit conversion | 0.4378 | 0.4378 | |||
Right to receive, oversubscribed cash per share | $ / shares | $ 51.4829 | ||||
Right to receive, oversubscribed share conversion | 0.0242 | 0.0242 | |||
Aggregate consideration transferred | $ 35,704,000,000 | ||||
Total purchase consideration, net of cash acquired | $ 28,731,000,000 |
Subsequent Events (Consideratio
Subsequent Events (Consideration Transferred) (Details) - Subsequent Event [Member] - Broadcom Limited, Avago, BRCM And Various Other Parties [Member] $ in Millions | Feb. 01, 2016USD ($) |
Business Acquisition [Line Items] | |
Cash for outstanding BRCM common stock | $ 16,797 |
Cash for BRCM equity awards | 137 |
Effective settlement of pre-existing relationships | 11 |
Total estimated purchase consideration | 35,704 |
Less: cash acquired | 6,973 |
Total estimated purchase consideration, net of cash acquired | 28,731 |
Common Stock [Member] | |
Business Acquisition [Line Items] | |
Total equity consideration | 15,437 |
Restricted Exchangeable Unit [Member] | |
Business Acquisition [Line Items] | |
Total equity consideration | 3,140 |
Restricted Stock Units (RSUs) [Member] | |
Business Acquisition [Line Items] | |
Total equity consideration | $ 182 |
Subsequent Events (Purchase Pri
Subsequent Events (Purchase Price Allocation) (Details) - Subsequent Event [Member] - Broadcom Limited, Avago, BRCM And Various Other Parties [Member] $ in Millions | Feb. 01, 2016USD ($) |
Subsequent Event [Line Items] | |
Trade accounts receivable | $ 629 |
Inventory | 1,530 |
Assets held-for-sale | 268 |
Other current assets | 160 |
Property, plant and equipment | 772 |
Goodwill | 19,350 |
Intangible assets | 14,369 |
Other long-term assets | 139 |
Total assets acquired | 37,217 |
Accounts payable | (598) |
Employee compensation and benefits | (118) |
Current portion of long-term debt | (1,475) |
Other current liabilities | (1,220) |
Liabilities related to assets held-for-sale | (6) |
Long-term debt | (141) |
Other long-term liabilities | (4,928) |
Total liabilities assumed | (8,486) |
Fair value of net assets acquired | $ 28,731 |
Subsequent Events (Intangible A
Subsequent Events (Intangible Assets Acquired) (Details) - Subsequent Event [Member] - Broadcom Limited, Avago, BRCM And Various Other Parties [Member] $ in Millions | Feb. 01, 2016USD ($) |
Subsequent Event [Line Items] | |
Total identified finite-lived intangible assets | $ 11,641 |
Total identified intangible assets | 14,521 |
Intangible assets included in assets held-for-sale | (152) |
Identified intangible assets net of assets held-for-sale | 14,369 |
In Process Research and Development [Member] | |
Subsequent Event [Line Items] | |
In-process research and development | 2,880 |
Developed Technology Rights [Member] | |
Subsequent Event [Line Items] | |
Total identified finite-lived intangible assets | $ 7,925 |
Developed Technology Rights [Member] | Minimum [Member] | |
Subsequent Event [Line Items] | |
Estimated Useful Lives (in years) | 2 years |
Developed Technology Rights [Member] | Maximum [Member] | |
Subsequent Event [Line Items] | |
Estimated Useful Lives (in years) | 6 years |
Customer Contracts And Related Relationships [Member] | |
Subsequent Event [Line Items] | |
Total identified finite-lived intangible assets | $ 2,790 |
Estimated Useful Lives (in years) | 8 years |
Order or Production Backlog [Member] | |
Subsequent Event [Line Items] | |
Total identified finite-lived intangible assets | $ 582 |
Estimated Useful Lives (in years) | 1 year |
Tradenames, Trademarks And Domain Names [Member] | |
Subsequent Event [Line Items] | |
Total identified finite-lived intangible assets | $ 325 |
Estimated Useful Lives (in years) | 15 years |
Intellectual property licenses | |
Subsequent Event [Line Items] | |
Total identified finite-lived intangible assets | $ 19 |
Intellectual property licenses | Minimum [Member] | |
Subsequent Event [Line Items] | |
Estimated Useful Lives (in years) | 1 year |
Intellectual property licenses | Maximum [Member] | |
Subsequent Event [Line Items] | |
Estimated Useful Lives (in years) | 2 years |