Broadcom Corporation (NASDAQ: BRCM) Announces the Commencement of Tender Offers and Consent Solicitation

Dec 30, 2015, 13:00 ET from Broadcom Corporation; BRCM Corporate

IRVINE, Calif., Dec. 30, 2015 /PRNewswire/ -- Broadcom Corporation (NASDAQ: BRCM), a global innovation leader in semiconductors for wired and wireless communications (the "Company" or "Broadcom"), announces today that it is offering to purchase for cash any and all of its outstanding (a) $500,000,000 2.700% Senior Notes due 2018 (the "2018 Notes"), (b) $500,000,000 2.500% Senior Notes due 2022 (the "2022 Notes"), (c) $350,000,000 3.500% Senior Notes due 2024 (the "2024 Notes") and (d) $250,000,000 4.500% Senior Notes due 2034 (the "2034 Notes" and, together with each of the 2018 Notes, the 2022 Notes and the 2024 Notes, the "Notes" and each, a "Series of Notes") from holders of the Notes (collectively, "Holders"), as further described in the Offer to Purchase and Consent Solicitation Statement dated as of December 30, 2015 (the "Offer Document") to be distributed to Holders.  The offers to purchase the 2018 Notes, 2022 Notes, 2024 Notes and 2034 Notes are collectively referred to herein as the "Tender Offers."  Capitalized terms used but not otherwise defined in this press release shall have the meanings given to them in the Offer Document.

In conjunction with the Tender Offers, the Company is soliciting from the Holders of each Series of Notes consents and waivers (collectively, the "Consents and Waivers") with respect to the rights of Holders to require the Company to make a Change of Control Offer as a result of the Transactions and with respect to any defaults that might result from the consummation of the Transactions and to certain additional proposed amendments to the base indenture dated as of November 1, 2010, as amended by the supplemental indenture thereto with respect to each Series of Notes.  The solicitation of Consents and Waivers with respect to each Series of Notes is collectively referred to herein as the "Consent Solicitation."  "Transactions," as defined in the Offer Document, refers generally to the transactions contemplated by the Agreement and Plan of Merger, dated as of May 28, 2015, entered into by and among Avago Technologies Limited ("Avago"), Broadcom and certain other parties (as amended to date, the "Merger Agreement"). 

The Tender Offers commenced on December 30, 2015 and will expire at 12:00 p.m., New York time, on February 1, 2016, unless extended or earlier terminated (such date and time, as may be extended, the "Expiration Date").  Holders who wish to receive the "Total Consideration" (indicated in the table below), which includes the "Consent Payment" (indicated in the table below), must validly tender, and not withdraw, their Notes at or prior to 5:00 p.m., New York time, on January 12, 2016 (such date and time, as may be extended, the "Consent Date") through The Depository Trust Company ("DTC").  Holders who validly tender their Notes after the Consent Date and at or prior to the Expiration Date will receive only the "Tender Consideration" (indicated in the table below).  All Holders who validly tender their Notes will be deemed to have delivered their Consents.  Holders may not tender their Notes (including following the Consent Date) without delivering their Consents, and Holders may not deliver their Consents (including following the Consent Date) without tendering their Notes.  Tendered Notes may be withdrawn and Consents may be revoked at any time at or prior to the Consent Date, but not thereafter.

The following table provides information with respect to the Notes, the Consent Payment, the Tender Consideration and the Total Consideration:

CUSIPs/ISINs

Offer Relates to
Outstanding
Aggregate
Principal Amount


Security Description

Consent Payment

Tender Consideration

Total Consideration

111320 AE7 / US111320AE77

$500,000,000

2.700% Senior
Notes due 2018

$30 per $1,000
principal amount

$980 per $1,000 principal amount

$1,010 per $1,000 principal amount

111320 AF4 / 111320 AG2 / U11086 AC6 / US111320AF43 / US111320AG26 / USU11086AC60

$500,000,000

2.500% Senior Notes due 2022

$30 per $1,000 principal amount

$980 per $1,000 principal amount

$1,010 per $1,000 principal amount

111320 AH0 / US111320AH09

$350,000,000

3.500% Senior Notes due 2024

$30 per $1,000 principal amount

$980 per $1,000 principal amount

$1,010 per $1,000 principal amount

111320 AJ6 / US111320AJ64

$250,000,000

4.500% Senior Notes due 2034

$30 per $1,000 principal amount

$980 per $1,000 principal amount

$1,010 per $1,000 principal amount

Provided the conditions to the applicable Tender Offer have been satisfied or waived, the Company will pay the corresponding Tender Consideration or Total Consideration with respect to Notes validly tendered and accepted for purchase promptly after the applicable Expiration Date (the "Settlement Date") which is expected to be the business day following the Expiration Date, unless the Company extends or terminates any Tender Offer, at its discretion.  The payment of the applicable Total Consideration or the applicable Tender Consideration, as the case may be, shall include accrued and unpaid interest up to, but not including, the applicable Settlement Date for all Notes accepted by the Company for purchase.

The Tender Offers and Consent Solicitation are subject to the terms and conditions set forth in the Offer Document, including, but not limited to, the satisfaction of the (i) Transactions Condition, (ii) General Conditions and (iii) Requisite Consent Condition. The Company reserves the right, in its sole discretion, to waive any and all conditions to the Offer.

Below is an indicative timetable providing information with respect to the expected dates and times for the Tender Offers.  The timetable is subject to change, and dates and times may be extended, amended or terminated by the Company as described in the Offer Document.

Commencement Date

December 30, 2015

Consent Date

January 12, 2016, 5:00 p.m., New York time

Expiration Date

February 1, 2016, 12:00 p.m., New York time

In connection with the Tender Offers and the Consent Solicitation, Deutsche Bank Securities Inc. (the "Dealer Manager") is serving as dealer manager and solicitation agent.  MacKenzie Partners, Inc. is serving as the information and tender agent (the "Information and Tender Agent").  Requests for assistance or for copies of the Offer Document or any other documents related to the Tender Offers and the Consent Solicitation may be directed to the Information and Tender Agent at the contact details set forth below.  Questions or requests for assistance in relation to the Tender Offers and the Consent Solicitation may be directed to the Dealer Manager at the address and telephone number set forth below.

None of the Company, the Trustee, the Dealer Manager or the Information and Tender Agent makes any recommendation as to whether or not Holders should tender Notes and deliver Consents in response to the Tender Offers and the Consent Solicitation.  Each Holder must make her, his or its own decision as to whether to tender Notes in connection with the Tender Offers and deliver Consents in connection with the Consent Solicitation, and, if so, as to how many Notes to tender and Consents to deliver.

THE DEALER MANAGER

Deutsche Bank Securities

Attn: Liability Management Group
60 Wall Street
New York, New York 10005

Toll free: (866) 627-0391

Collect: (212) 250-2955

THE INFORMATION AND TENDER AGENT

MACKENZIE PARTNERS, INC.

105 Madison Avenue
New York, New York 10016

(212) 929-5500 (Call Collect)
or
Call Toll-Free (800) 322-2885

Email: tenderoffer@mackenziepartners.com

About Broadcom

Broadcom Corporation (NASDAQ: BRCM), a FORTUNE 500® company, is a global leader and innovator in semiconductor solutions for wired and wireless communications.  Broadcom® products seamlessly deliver voice, video, data and multimedia connectivity in the home, office and mobile environments.  With one of the industry's broadest portfolio of state-of-the-art system-on-a-chip solutions, Broadcom is changing the world by connecting everything®.  For more information, go to www.broadcom.com.

Broadcom®, the pulse logo, Connecting everything®, and the Connecting everything logo are among the trademarks of Broadcom Corporation and/or its affiliates in the United States, certain other countries and/or the EU.  Any other trademarks or trade names mentioned are the property of their respective owners.

DISCLAIMER

The distribution of the Offer Document in certain jurisdictions may be restricted by law.  Persons into whose possession the Offer Document comes are required by the Company, the Dealer Manager and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions.

This announcement is neither an offer to purchase nor the solicitation of an offer to sell any of the securities described herein, nor shall there be any offer or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.  The Tender Offers are made solely pursuant to the Offer Document dated December 30, 2015.

This announcement must be read in conjunction with the Offer Document.  This announcement and the Offer Document contain important information which should be read carefully before any decision is made with respect to the Tender Offers and Consent Solicitation.  If any Holder is in any doubt as to the action it should take, it is recommended that such Holder seek its own financial and legal advice, including as to any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser.  Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Tender Offers and Consent Solicitation.

Any deadlines set by any intermediary will be earlier than the deadlines specified in the Offer Document.

The delivery of the Offer Document will not under any circumstance create any implication that the information contained therein or incorporated by reference therein is correct as of any time subsequent to the date thereof or, if incorporated by reference, the date such information was made publicly available or that there has been no change in the information set forth therein or incorporated by reference therein or in the affairs of the Company or any of the Company's affiliates since the date thereof or, if incorporated by reference, the date such information was made publicly available.

Cautions Regarding Forward-Looking Statements

All statements included or incorporated by reference in this release, other than statements or characterizations of historical fact, are forward-looking statements.  These forward-looking statements are based on our current expectations, estimates and projections about our business and industry, management's beliefs, and certain assumptions made by us, all of which are subject to change.  Forward-looking statements can often be identified by words such as "anticipates," "expects," "intends," "plans," "predicts," "believes," "seeks," "estimates," "may," "will," "should," "would," "could," "potential," "continue," "ongoing," similar expressions, and variations or negatives of these words.  These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause our actual results to differ materially and adversely from those expressed in any forward-looking statement.

Important risk factors that may cause such a difference in connection with the proposed transaction include, but are not limited to, the following factors: (1) the risk that the conditions to the closing of the transaction are not satisfied; (2) litigation relating to the transaction; (3) uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction; (4) risks that the proposed transaction disrupts the current plans and operations of Avago or Broadcom; (5) the ability of Avago and Broadcom to retain and hire key personnel; (6) competitive responses to the proposed transaction; (7) unexpected costs, charges or expenses resulting from the transaction; (8) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; (9) the combined companies' ability to achieve the growth prospects and synergies expected from the transaction, as well as delays, challenges and expenses associated with integrating the combined companies' existing businesses and the indebtedness planned to be incurred in connection with the transaction; and (10) legislative, regulatory and economic developments.  These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the joint proxy statement/prospectus that is included in the Registration Statement on Form S-4 that has been filed with the Securities and Exchange Commission ("SEC") in connection with the proposed transaction.  The forward-looking statements in this document speak only as of this date. Neither Broadcom nor Avago undertake any obligation to revise or update publicly any forward-looking statement to reflect future events or circumstances. 

In addition, actual results are subject to other risks and uncertainties that relate more broadly to Broadcom's overall business, including those more fully described in Broadcom's filings with the SEC including its annual report on Form 10-K for the fiscal year ended December 31, 2014, and its quarterly reports filed on Form 10-Q for the current fiscal year, and Avago's overall business and financial condition, including those more fully described in Avago's filings with the SEC including its annual report on Form 10-K for the fiscal year ended November 1, 2015.  The forward-looking statements in this document speak only as of date of this document.  We undertake no obligation to revise or update publicly any forward-looking statement, except as required by law.

 

SOURCE Broadcom Corporation; BRCM Corporate



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