Exhibit 99.1
Broadcom Inc. Announces Pricing of Private Offering of Senior Notes
and Upsize of Previously Announced Debt Tender Offers
SAN JOSE, Calif. – January 4, 2021 – Broadcom Inc. (Nasdaq: AVGO) (“Broadcom”) announced today that it has priced its previously announced offering (the “Offering”) of $750 million of 1.950% Senior Notes due 2028 (the “2028 Notes”), $2.75 billion of 2.450% Senior Notes due 2031 (the “2031 Notes”), $1.75 billion of 2.600% Senior Notes due 2033 (the “2033 Notes”), $3.0 billion of 3.500% Senior Notes due 2041 (the “2041 Notes”) and $1.75 billion of 3.750% Senior Notes due 2051 (the “2051 Notes” and, together with the 2028 Notes, 2031 Notes, 2033 Notes and 2041 Notes, the “New Notes”).
Broadcom intends to use the net proceeds from the sale of the New Notes to repay certain of its existing indebtedness, including funding the purchase of the Tender Offer Notes (defined below) and the payment of accrued and unpaid interest, premiums, if any, fees and expenses in connection therewith. The New Notes will be guaranteed on a senior unsecured basis by certain of Broadcom’s subsidiaries. The Offering is expected to settle on January 19, 2021, subject to customary closing conditions.
Concurrently with the Offering, Broadcom is conducting cash tender offers (the “Tender Offers” and each, a “Tender Offer”) to purchase the outstanding notes described below, in each case subject to market conditions and other factors, pursuant to an Offer to Purchase and Consent Solicitation Statement, as supplemented (the “Offer to Purchase”). The notes offered to be purchased in the Tender Offers, listed in the order of priority, are the (i) 3.125% senior notes due 2021 of Broadcom Inc., (ii) 3.000% senior notes due 2022 of Broadcom Corporation, (iii) 3.600% senior notes due 2022 of CA, Inc., (iv) 3.125% senior notes due 2022 of Broadcom Inc., (v) 2.650% senior notes due 2023 of Broadcom Corporation, (vi) 4.500% senior notes due 2023 of CA, Inc. and (vii) 2.250% senior notes due 2023 of Broadcom Inc. (the “Tender Offer Notes”) up to an aggregate purchase price, excluding accrued and unpaid interest, of $3.5 billion (the “Aggregate Purchase Price”). The Aggregate Purchase Price represents an increase in the previously announced amount of $2.75 billion. Broadcom has correspondingly increased the minimum gross proceeds required from the Offering to satisfy the financing condition set forth in the Offer to Purchase to $3.5 billion, from the previously announced amount of $2.75 billion.
The New Notes are being sold in a private placement 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 to non-U.S. persons outside the United States under Regulation S under the Securities Act. The New 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, 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 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 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.