| 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 . |
