PR Newswire | Mar 29, 2021 08:00PM EDT

Outstanding Notes for New Notes

03/29 19:00 CDT

Broadcom Inc. Announces Pricing Terms of its Private Exchange Offers of Certain Outstanding Notes for New Notes SAN JOSE, Calif., March 29, 2021

SAN JOSE, Calif., March 29, 2021 /PRNewswire/ -- Broadcom Inc. (Nasdaq: AVGO) ("Broadcom" or the "Company") announced today the pricing terms of the Company's new notes due 2033 (the "New 2033 Notes") and new notes due 2034 (the "New 2034 Notes" and, together with the New 2033 Notes, the "New Notes") to be issued in connection with its offers to eligible holders (together, the "Exchange Offers") of the Company's or its subsidiaries' Pool 1 Existing Notes and Pool 2 Existing Notes listed in the tables below (collectively, the "Existing Notes") to exchange Pool 1 Existing Notes for consideration consisting of up to $2,250,000,000 aggregate principal amount of the New 2033 Notes (the "Aggregate Maximum Pool 1 Exchange Cap") and a cash payment, and to exchange Pool 2 Existing Notes for consideration of up to $3,250,000,000 aggregate principal amount of the New 2034 Notes (the "Aggregate Maximum Pool 2 Exchange Cap" and, together with the Aggregate Maximum Pool 1 Exchange Cap, the "Aggregate Maximum Exchange Cap") and a cash payment, the complete terms and conditions of which are set forth in an offering memorandum, dated March 15, 2021 (the "Offering Memorandum"). The Aggregate Maximum Cap of $5.5 billion represents an increase in size from the previously announced Aggregate Maximum Exchange Cap of $5.0 billion. As a result of reaching the Aggregate Maximum Exchange Cap by the Early Participation Date, no Existing Notes tendered for exchange after the Early Participation Date will be accepted for exchange, regardless of priority level. Existing Notes not accepted for exchange will be returned promptly to the tendering holders in accordance with the Offering Memorandum. Based on these results, it is anticipated that the Pari Guarantee Release Clause will be triggered and, accordingly, the New Notes will be issued without guarantees. Capitalized terms not defined herein shall have the meanings ascribed to them in the Offering Memorandum.

The aggregate principal amount, fixed spread and interest rate of each series of New Notes expected to be issued by the Company is set forth in the table below:

Aggregate Principal Reference U.S. TreasuryTitle of Security Amount Expected to be Fixed Spread (bps) Interest Rate^(1) Security Issued

1.125% due3.419% Senior Notesdue 2033 $2,249,998,000 February 15, 173 3.419%

2031

1.125% due3.469% Senior Notesdue 2034 $3,250,000,000 February 15, 178 3.469%

2031

^(1) The interest rate reflects the bid-side yield on the Reference USTSecurity plus the applicable fixed spread, calculated in accordance with theprocedures set forth in the Offering Memorandum. The Reference UST Securitywith respect to the New 2033 Notes and the New 2034 Notes had a bid-side yieldof 1.689% as of the Pricing Time of the Exchange Offers.

For each $1,000 principal amount of each series of Existing Notes validly tendered and not validly withdrawn as of the Early Participation Date and accepted for exchange by the Company, the following table sets forth the applicable yield and the Total Consideration (subject to rounding and cash in lieu of fractional amounts of New Notes) to be received by Eligible Holders, as priced below:

Pool 1 Offers

Reference U.S.CUSIP Title of Fixed Treasury Yield^(1) Total Consideration^(2)Numbers Security Spread[(bps)] Security; Bid Side Yield

3.125% Senior Notes due 2.250% due11134L AP4 (Exch) 1/15/2025, issued 40 November 15, 0.892% $1,079.42 by Broadcom 2024; 0.492% Corporation

4.700% Senior 1.125% due11135F BC4 (Exch) Notes due 50 February 28, 2025; 1.086% $1,139.56 4/15/2025, issued 0.586% by the Company

11135F AT8 (144A) 3.150% Senior 0.250% dueU1109M AM8 (Reg S) Notes due 50 September 30, 1.250% $1,083.5811135F BB6 (Exch) 11/15/2025, issued 2025; 0.750% by the Company

^(1) The yield reflects the bid-side yield on the Reference UST Security plusthe applicable fixed spread, calculated in accordance with the procedures setforth in the Offering Memorandum.

^(2) The Total Consideration includes an Early Participation Payment of $50(payable in applicable New Notes) for each $1,000 principal amount of eachseries of Existing Notes validly tendered at or prior to the EarlyParticipation Date and accepted for exchange.

Pool 2 Offers

Reference U.S.CUSIP Title of Fixed Treasury Yield^(1) Total Consideration^(2)Numbers Security Spread[(bps)] Security; Bid Side Yield

11134L AE9 (144A) 3.625% Senior Notes, due 0.250% dueU1108L AC3 (Reg S) 1/15/2024, issued 25 November 15, 0.491% $1,081.5511134L AF6 by Broadcom Corporation 2023; 0.241%

11135 AD3 (144A) 3.625% Senior Notes, due 1.250% dueU1109M AD8 (Reg S) 10/15/2024, issued 25 August 31, 2024; 0.691% $1,100.0211135F AY7 (Exch) by the Company 0.441%

11135F AE1 (144A) 4.250% Senior Notes, due 0.500% dueU1109M AE6 (Reg S) 4/15/2026, issued 85 February 28, 2026; 1.698% $1,118.8611135F AZ4 (Exch) by the Company 0.848%

11134L AG4 (144A) 3.875% Senior Notes, due 0.500% dueU1108L AD1 (Reg S) 1/15/2027, issued 115 February 28, 2026; 1.998% $1,097.9511134L AH2 (Exch) by Broadcom Corporation 0.848%

4.700% Senior Notes, due 0.500% due12673P AJ4 (144A) 3/15/2027, issued 125 February 28, 2026; 2.098% $1,139.25 by CA, Inc. 0.848%

11135F AM3 (144A) 3.459% Senior Notes, due 0.500% dueU1109M AJ5 (Reg S) 9/15/2026, issued 100 February 28, 2026; 1.848% $1,080.8311135F AN1 (Exch) by the Company 0.848%

^(1) The yield reflects the bid-side yield on the Reference UST Security plusthe applicable fixed spread, calculated in accordance with the procedures setforth in the Offering Memorandum.

^(2) The Total Consideration includes an Early Participation Payment of $50(payable in applicable New Notes) for each $1,000 principal amount of eachseries of Existing Notes validly tendered at or prior to the EarlyParticipation Date and accepted for exchange.

The table below identifies the aggregate principal amount of each series of Pool 1 Existing Notes validly tendered (and not validly withdrawn) in the Pool 1 Offers as of the Early Participation Date and the principal amount of each series of Pool 1 Existing Notes that the Company expects to accept for exchange on the Early Settlement Date:

Pool 1 Offers

Title of Security Principal Acceptance Principal Principal Early Total PrincipalCUSIP (collectively, Amount Priority Amount Amount Participant Consideration Amount of CashNumbers the "Pool 1 Outstanding Level^(1) Tendered^(2) Accepted by Payment^(4)(6) Amount^(5)(6) New Payment^(6) Existing Broadcom Notes^(6) Notes")

3.125% Senior Notes11134L AP4 due(Exch) 1/15/2025, $1,000,000,000 1 $414,931,000 $414,931,000 $50 $1,079.42 $1,000 $79.42 issued by Broadcom Corporation

4.700% Senior Notes11135F BC4 due(Exch) 4/15/2025, $2,250,000,000 2 $1,002,653,000 $1,002,653,000 $50 $1,139.56 $1,000 $139.56 issued by the Company

11135F AT8 3.150%(144A) Senior Notes dueU1109M AM8 11/15/2025, $2,250,000,000 3 $1,085,219,000 $832,414,000^(3) $50 $1,083.58 $1,000 $83.58(Reg S) issued by the11135F BB6 Company(Exch)

Total: $2,502,803,000 $2,249,998,000

^(1) The Company expects to accept for exchange these Pool 1 Existing Notes inaccordance with the acceptance priority levels set forth in this table.

^(2) The aggregate principal amounts of Pool 1 Existing Notes that have beenvalidly tendered for exchange and not validly withdrawn, as of 5:00 p.m., NewYork City time, on March 26, 2021, based on information provided by theinformation and exchange agent to the Company.

^(3) Pro ration factor of 76.737%.

^(4) For the avoidance of doubt, the $50 per $1,000 Early Participant Paymentis included within the Total Consideration and is not in addition to it.

^(5)^ Does not reflect any accrued and unpaid interest. The Company will payaccrued and unpaid interest on the Existing Notes up to, but excluding, thedate on which the exchange of Existing Notes accepted for exchange is settled.

^ (6) Per $1,000 principal amount of Pool 1 Notes.

The table below identifies the aggregate principal amount of each series of Pool 2 Existing Notes validly tendered (and not validly withdrawn) in the Pool 2 Offers as of the Early Participation Date and the principal amount of each series of Pool 2 Existing Notes that the Company expects to accept for exchange on the Early Settlement Date:

Pool 2 Offers

Title of Security Principal Acceptance Principal Principal Early Total PrincipalCUSIP (collectively, Amount Priority Amount Amount Participant Consideration Amount of CashNumbers the "Pool 2 Outstanding Level^(1) Tendered^(2) Accepted by Payment^(4) Amount^(5)(6) New Notes^(6) Payment^(6) Existing Broadcom Notes")

3.625%11134L AE9 Senior Notes,(144A) dueU1108L AC3 1/15/2024, $1,352,128,000 1 $523,527,000 $523,527,000 $50 $1,081.55 $1,000 $81.55(Reg S) issued by11134L AF6 Broadcom Corporation

11135F AD3 3.625%(144A) Senior Notes,U1109M AD8 due $1,044,409,000 2 $422,263,000 $422,263,000 $50 $1,100.02 $1,000 $100.02(Reg S) 10/15/2024,11135F AY7 issued by the(Exch) Company

11135F AE1 4.250%(144A) Senior Notes,U1109M AE6 due $2,500,000,000 3 $1,317,164,000 $1,317,164,000 $50 $1,118.86 $1,000 $118.86(Reg S) 4/15/2026,11135F AZ4 issued by the(Exch) Company

11134L AG4 3.875%(144A) Senior Notes,U1108L AD1 due(Reg S) 1/15/2027, $4,800,000,000 4 $1,873,030,000 $987,046,000^(3) $50 $1,097.95 $1,000 $97.9511134L AH2 issued by(Exch) Broadcom Corporation

4.700%

Senior Notes,12673P AJ4 $350,000,000 5 $109,829,000 - - - - -(144A) due 3/15/2027, issued by CA, Inc.

11135F AM3 3.459%(144A) Senior Notes,U1109M AJ5 due $1,695,320,000 6 $653,358,000 - - - - -(Reg S) 9/15/2026,11135F AN1 issued by the(Exch) Company

Total: $4,899,171,000 $3,250,000,000

^(1) The Company expects to accept for exchange these Pool 2 Existing Notes inaccordance with the acceptance priority levels set forth in this table.

^(2) The aggregate principal amounts of Pool 2 Existing Notes that have beenvalidly tendered for exchange and not validly withdrawn, as of 5:00 p.m., NewYork City time, on March 26, 2021, based on information provided by theinformation and exchange agent to the Company.

^(3) Pro ration factor of 52.717%.

^(4) For the avoidance of doubt, the $50 per $1,000 Early Participant Paymentis included within the Total Consideration and is not in addition to it.

^(5)^ Does not reflect any accrued and unpaid interest. The Company will payaccrued and unpaid interest on the Existing Notes up to, but excluding, thedate on which the exchange of Existing Notes accepted for exchange is settled.

^(6) Per $1,000 principal amount of Pool 2 Notes.

The Exchange Offers are being conducted upon the terms and subject to the conditions set forth in the Offering Memorandum. Consummation of the Exchange Offers is subject to a number of conditions.

For each $1,000 principal amount of Existing Notes validly tendered and not validly withdrawn, and accepted for exchange by the Company, Eligible Holders of such Existing Notes will also receive cash payment for accrued and unpaid interest on the applicable series of Existing Notes up to, but excluding, the date on which the exchange of Existing Notes accepted for exchange is settled, as well as a cash payment due in lieu of fractional amounts of New Notes.

The Exchange Offers will expire at 12:00 midnight, New York City time, at the end of April 9, 2021, unless extended or earlier terminated by the Company. In accordance with the terms of the Exchange Offers, the Withdrawal Deadline relating to the Exchange Offers occurred at 5:00 p.m., New York City time, on March 26, 2021. As a result, all Existing Notes that have been validly tendered and not validly withdrawn, and any Existing Notes tendered after the Withdrawal Deadline, are irrevocable, except in certain limited circumstances where additional withdrawal rights are required by law.

If and when issued, the New Notes will not have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. The New Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Company will enter into a registration rights agreement with respect to the New Notes. The New Notes will be unsecured obligations of the Company and will rank pari passu with all other unsecured and unsubordinated indebtedness of the Company.

The Exchange Offers are only being made, and copies of the documents relating to the Exchange Offers will only be made available, to a holder of Existing Notes who has certified in an eligibility certification certain matters to the Company, including its status as a "qualified institutional buyer" as defined in Rule 144A under the Securities Act or who is a person other than a "U.S. person" as defined in Rule 902 under the Securities Act. Holders of Existing Notes who desire access to the electronic eligibility form should contact D.F. King & Co., Inc., the information agent (the "Information Agent") for the Exchange Offers, at (866) 416-0577 (U.S. Toll-free) or (212) 269-5550 (Collect). Holders that wish to receive the Offering Memorandum can certify eligibility on the eligibility website at: http://www.dfking.com/broadcom. In connection with the Exchange Offers, BofA Securities and HSBC are acting as dealer managers (collectively, the "Dealer Managers"). Questions or requests for assistance in relation to the Exchange Offers may be directed to the Dealer Managers at the addresses and telephone numbers set forth below.

The Dealer Managers

BofA Securities620 S. Tryon Street, 20th FloorCharlotte, North Carolina 28255Attention: Liability ManagementCollect: (980) 387-3907

HSBC452 Fifth AvenueNew York, New York 10018Attention: Global LiabilityManagement GroupToll-Free: (888) HSBC-4LMCollect: (212) 525-5552

The Information and Tender Agent

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor New York, New York 10005 Attention: Andrew BeckBanks and Brokers call: (212) 269-5550Toll-free: (866) 416-0577

This news release does not constitute an offer or an invitation by the Company to participate in the Exchange Offers in any jurisdiction in which it is unlawful to make such an offer or solicitation in such jurisdiction. None of Broadcom, the Information Agent or the Dealer Managers makes any recommendation as to whether any eligible holders should participate in the applicable Exchange Offer, and no one has been authorized by any of them to make such a recommendation. Eligible holders must make their own decisions as to whether to exchange their Existing Notes, and if so, the principal amount of such Existing Notes to be exchanged.

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. (AVGO-P)

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.

Particular uncertainties that could materially affect future results include risks associated with: the COVID-19 pandemic, which has had, and will likely continue to have, a negative impact on the global economy and disrupt normal business activity, and which may have an adverse effect on our results of operations; any loss of our significant customers and fluctuations in the timing and volume of significant customer demand; our dependence on contract manufacturing and outsourced supply chain; our dependency on a limited number of suppliers; global economic conditions and concerns; global political and economic conditions; government regulations, trade restrictions and trade tensions; our significant indebtedness and the need to generate sufficient cash flows to service and repay such debt; dependence on and risks associated with distributors and resellers of our products; dependence on senior management and our ability to attract and retain qualified personnel; any acquisitions we may make, such as delays, challenges and expenses associated with receiving governmental and regulatory approvals and satisfying other closing conditions, and with integrating acquired businesses with our existing businesses and our ability to achieve the benefits, growth prospects and synergies expected by such acquisitions; involvement in legal or administrative proceedings; quarterly and annual fluctuations in operating results; our ability to accurately estimate customers' demand and adjust our manufacturing and supply chain accordingly; cyclicality in the semiconductor industry or in our target markets; our competitive performance and ability to continue achieving design wins with our customers, as well as the timing of any design wins; prolonged disruptions of our or our contract manufacturers' manufacturing facilities, warehouses or other significant operations; our ability to improve our manufacturing efficiency and quality; our dependence on outsourced service providers for certain key business services and their ability to execute to our requirements; our ability to maintain or improve gross margin; our ability to protect our intellectual property and the unpredictability of any associated litigation expenses; compatibility of our software products with operating environments, platforms or third-party products; our ability to enter into satisfactory software license agreements; availability of third party software used in our products; use of open source code sources in our products; any expenses or reputational damage associated with resolving customer product warranty and indemnification claims; market acceptance of the end products into which our products are designed; our ability to sell to new types of customers and to keep pace with technological advances; our compliance with privacy and data security laws; our ability to protect against a breach of security systems; fluctuations in foreign exchange rates; our provision for income taxes and overall cash tax costs, legislation that may impact our overall cash tax costs and our ability to maintain tax concessions in certain jurisdictions; and other events and trends on a national, regional and global scale, including those of a political, economic, business, competitive and regulatory nature. Many of the foregoing risks and uncertainties are, and will be, exacerbated by the COVID-19 pandemic and any worsening of the global business and economic environment as a result.

Our filings with the Securities and Exchange Commission ("SEC"), which you may obtain for free at the SEC's website at http://www.sec.gov, discuss some of the important risk factors that may affect our business, results of operations and financial condition. Actual results may vary from the estimates provided. We undertake no intent or obligation to publicly update or revise any of the estimates and other forward-looking statements made in this announcement, whether as a result of new information, future events or otherwise, except as required by law.

Contact:Broadcom Inc. Ji YooInvestor Relations 408-433-8000investor.relations@broadcom.com

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SOURCE Broadcom Inc.