Item 1.01 Entry into a Material Definitive Agreement
On July 24, 2014, Broadcom Corporation ("Broadcom") entered into an Underwriting
Agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC and
Morgan Stanley & Co. LLC, as representatives of the several underwriters named
therein (the "Underwriters"), pursuant to which Broadcom agreed to issue and
sell to the Underwriters $350 million aggregate principal amount of 3.500%
Senior Notes due 2024 (the "2024 Notes") and $250 million aggregate principal
amount of 4.500% Senior Notes due 2034 (the "2034 Notes" and, together with the
2024 Notes, the "Notes").
On July 29, 2014, Broadcom completed the offering of the Notes.
In connection with the closing of the Notes offering, Broadcom entered into the
Fourth Supplemental Indenture, between Broadcom and Wilmington Trust, National
Association, as successor by merger to Wilmington Trust FSB, as trustee (the
"Trustee"), dated as of July 29, 2014 (the "Fourth Supplemental Indenture"), to
the indenture, between Broadcom and the Trustee, dated as of November 1, 2010
(the "Base Indenture" and, together with the Fourth Supplemental Indenture, the
The 2024 Notes mature on August 1, 2024 and accrue interest at a rate of
3.500% per annum, payable semiannually in arrears in cash on February 1 and
August 1 of each year, beginning February 1, 2015.
The 2034 Notes mature on August 1, 2034 and accrue interest at a rate of
4.500% per annum, payable semiannually in arrears in cash on February 1 and
August 1 of each year, beginning February 1, 2015.
Broadcom may redeem the Notes in whole or in part at any time or from time to
time prior to May 1, 2024, in the case of the 2024 Notes, and February 1, 2034,
in the case of the 2034 Notes, at 100% of the aggregate principal amount of the
Notes to be redeemed plus the applicable make-whole premium. Broadcom may redeem
the Notes on or after May 1, 2024, in the case of the 2024 Notes, and on or
after February 1, 2034, in the case of the 2034 Notes, at 100% of the aggregate
principal amount of the notes to be redeemed, plus accrued and unpaid interest
thereon. In the event of a change of control triggering event, each holder of
the Notes will have the right to require Broadcom to purchase for cash all or a
portion of such holder's Notes at a purchase price equal to 101% of the
principal amount of the Notes, plus accrued and unpaid interest. The Indenture
contains covenants limiting Broadcom's ability to create certain liens, enter
into sale and lease-back transactions, and consolidate or merge with or into, or
convey, transfer or lease all or substantially all of Broadcom's properties and
assets to, another person, each subject to certain exceptions.
The Notes were offered and sold pursuant to Broadcom's shelf-registration
statement on Form S-3 (Registration No. 333-197597) under the Securities Act of
1933, as amended. Broadcom has filed with the Securities and Exchange Commission
(the "SEC") a prospectus supplement, dated July 24, 2014, together with the
accompanying prospectus, dated July 24, 2014, relating to the offer and sale of
In connection with the offering of Notes, the following exhibits are filed
herewith in order to be incorporated by reference into the Registration
Statement: the Underwriting Agreement, the Fourth Supplemental Indenture, the
form of 2024 Note, the form of 2034 Note and the opinion of counsel with respect
to the validity of the Notes, each of which is hereby incorporated by reference
and attached to this Current Report on Form 8-K as exhibits 1.1, 4.1, 4.2, 4.3
and 5.1, respectively.
For a complete description of the terms and conditions of the Underwriting
Agreement, the Fourth Supplemental Indenture and the Notes, please refer to the
Underwriting Agreement, the Fourth Supplemental Indenture, the form of 2024 Note
and the form of 2034 Note, filed herewith.
The agreements included as exhibits to this Form 8-K contain representations and
warranties by each of the parties to the applicable agreement. These
representations and warranties have been made solely for the benefit of the
other parties to the applicable agreement and:
• should not in all instances be treated as categorical statements of fact,
but rather as a way of allocating the risk to one of the parties if those
statements prove to be inaccurate;
• have been qualified by disclosures that were made to the other party in
connection with the negotiation of the applicable agreement, which
disclosures are not necessarily reflected in the agreement;
• may apply standards of materiality in a way that is different from what
may be viewed as material to you or other investors; and
• were made only as of the date of the applicable agreement or such other
date or dates as may be specified in the agreement and are subject to more
Accordingly, these representations and warranties may not describe the actual
state of affairs as of the date they were made or at any other time. Broadcom
acknowledges that, notwithstanding the inclusion of the foregoing cautionary
statements, it is responsible for considering whether additional specific
disclosures of material information regarding material contractual provisions
are required to make the statements in this Form 8-K not misleading. Additional
information about Broadcom
may be found elsewhere in this Form 8-K and
other public filings, which are available without charge through the
website at http://www.sec.gov
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information set forth above under Item 1.01 is hereby incorporated by
reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
1.1 Underwriting Agreement, dated July 24, 2014, among Broadcom and J.P.
Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of
the several underwriters named therein.
4.1 Fourth Supplemental Indenture, dated July 29, 2014, between Broadcom and
Wilmington Trust, National Association.
4.2 Form of 3.500% Senior Note due 2024 (included in Exhibit 4.1 above)
4.3 Form of 4.500% Senior Note due 2034 (included in Exhibit 4.1 above)
5.1 Legal Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit