Exhibit 99.1
Broadcom Inc. Announces Private Offering of Senior Notes
SAN JOSE, Calif. –May 5, 2020 – Broadcom Inc. (Nasdaq:AVGO) (“Broadcom”) announced today that it intends to offer senior notes (the “New Notes”), subject to market conditions and other factors. The New Notes will be guaranteed on a senior unsecured basis by certain of Broadcom’s subsidiaries. Broadcom intends to use the net proceeds from the sale of the New Notes for the repayment, retirement or repurchase of certain of its or its subsidiaries’ existing indebtedness, including, but not limited to, repayments of certain amounts outstanding under its November 2019 credit agreement.
On or about the date hereof, Broadcom intends to commence exchange offers (the “Exchange Offers”) with respect to certain series of its and its subsidiaries’ outstanding notes maturing between 2021 and 2024 (such notes, the “Existing Notes”) for one or more new series of senior notes maturing between 2026 and 2028 (the “Exchange Notes”). The Exchange Offers will be made pursuant to a separate exchange offering memorandum, and made available only to eligible holders of the Existing Notes. The Exchange Offers are expected to expire on or about June 2, 2020, unless extended, earlier expired or terminated by Broadcom in its sole discretion. The settlement of the Exchange Offers will be subject to the satisfaction of certain customary conditions. The offering of the New Notes is not conditioned on the completion of the Exchange Offers and the completion of the Exchange Offers is not conditioned on the consummation of the offering of the New Notes. Broadcom is permitted, subject to applicable law, to amend, extend, terminate or withdraw the Exchange Offers in its discretion, and there can be no assurance that it will consummate the Exchange Offers on the terms described herein or at all.
The New Notes and the Exchange Notes are being sold in private placements to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and tonon-U.S. persons outside the United States under Regulation S under the Securities Act. The New Notes and the Exchange Notes have not been and will not be registered under the Securities Act, and 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 New Notes or to exchange the Existing Notes, nor shall there be any sale of the New Notes 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.
About Broadcom Inc.
Broadcom Inc., a Delaware corporation headquartered in San Jose, CA, is a global technology leader that designs, develops and supplies a broad range of semiconductor and infrastructure software solutions. Broadcom’s category-leading product portfolio serves critical markets including data center, networking, enterprise software, broadband, wireless, storage and industrial. Our solutions include data center networking and storage, enterprise, mainframe and cyber security software focused on automation, monitoring and security, smartphone components, telecoms and factory automation.
Cautionary Note Regarding Forward-Looking Statements
This announcement contains forward-looking statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act concerning Broadcom. These statements include, but are not limited to, statements that address our expected future business and financial performance 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.