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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Broadcom Inc | NASDAQ:AVGO | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
5.51 | 0.44% | 1,248.37 | 1,243.00 | 1,247.00 | 1,256.944 | 1,224.9657 | 1,258.00 | 2,948,577 | 23:07:51 |
Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-225648
Broadcom Inc.
Pricing Term Sheet
September 24, 2019
3,250,000 Shares of 8.00% Mandatory Convertible Preferred Stock, Series A
The information in this pricing term sheet supplements Broadcom Inc.s preliminary prospectus supplement, dated September 24, 2019 (the Preliminary Prospectus Supplement), and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement. In all other respects, this pricing term sheet should be read together with the Preliminary Prospectus Supplement, the accompanying prospectus dated June 14, 2018 and the documents incorporated by reference in those documents.
Terms used, but not defined, in this pricing term sheet have the respective meanings set forth in the Preliminary Prospectus Supplement. As used in this pricing term sheet, Issuer, we, our and us refer to Broadcom Inc. and not to its subsidiaries.
Issuer |
Broadcom Inc. | |
Trade Date |
September 25, 2019. | |
Expected Settlement Date |
September 30, 2019, which is the fourth trading day after the date of this pricing term sheet. Currently, trades in the secondary market for securities ordinarily settle two trading days after the date of execution, unless the parties to the trade agree otherwise. Accordingly, investors in this offering who wish to sell their Mandatory Convertible Preferred Stock before the second trading day preceding the Expected Settlement Date must specify an alternate settlement arrangement at the time of the trade to prevent a failed settlement. Those investors should consult their advisors. | |
Title of Securities |
8.00% Mandatory Convertible Preferred Stock, Series A, $0.001 par value per share, of the Issuer (the Mandatory Convertible Preferred Stock). | |
Shares of Mandatory Convertible
|
3,250,000. | |
Shares of Additional
|
||
the Issuer |
Up to an additional 487,500 shares of Mandatory Convertible Preferred Stock, solely to cover over-allotments, if any. | |
Public Offering Price |
$1,000.00 per share of Mandatory Convertible Preferred Stock. |
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Stock, as described in, and subject to certain anti-dilution adjustments that are described in, the Preliminary Prospectus Supplement. The following table illustrates hypothetical Conversion Rates per share of the Mandatory Convertible Preferred Stock, subject to certain anti-dilution adjustments that are described in the Preliminary Prospectus Supplement. |
Applicable Market Value of the Issuers common stock |
Conversion Rate (number of shares of the Issuers common stock to be received upon conversion of each share of the Mandatory Convertible Preferred Stock) |
|
Greater than $330.00 (which is the initial Threshold Appreciation Price) | 3.0303 shares (approximately equal to $1,000 divided by the initial Threshold Appreciation Price) (the initial Minimum Conversion Rate) | |
Equal to or less than $330.00 but greater than or equal to $282.31 | Between 3.0303 and 3.5422 shares, determined by dividing $1,000 by the Applicable Market Value of the Issuers common stock | |
Less than $282.31 (which is the initial Initial Price) | 3.5422 shares (approximately equal to $1,000 divided by the initial Initial Price) (the initial Maximum Conversion Rate) |
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To the extent that the sum of the Fundamental Change Dividend Make-Whole Amount and Accumulated Dividend Amount or any portion thereof paid in shares of the Issuers common stock exceeds the product of the number of additional shares the Issuer delivers in respect thereof and 97% of the Stock Price, the Issuer will, if it is legally able to do so and not prohibited under the terms of its indebtedness, pay such excess amount in cash. See Description of Mandatory Convertible Preferred StockConversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-Whole Amount in the Preliminary Prospectus Supplement. | ||
Fundamental Change
|
||
Conversion Rate |
The Fundamental Change Conversion Rate will be determined by reference to the table below and is based on the Effective Date and the Stock Price of the applicable Fundamental Change. | |
Each of the Stock Prices set forth in the first row of the table below (i.e., the column headers), and each of the Fundamental Change Conversion Rates in the table below, are subject to adjustment in the manner described in the Preliminary Prospectus Supplement. | ||
The following table sets forth the Fundamental Change Conversion Rate per share of the Mandatory Convertible Preferred Stock for each Stock Price and Effective Date set forth below. |
Stock Price | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Effective Date |
$100.00 | $120.00 | $140.00 | $160.00 | $200.00 | $240.00 | $282.31 | $305.00 | $330.00 | $400.00 | $500.00 | $600.00 | $800.00 | $1,000.00 | ||||||||||||||||||||||||||||||||||||||||||
September 30, 2019 |
2.4033 | 2.5726 | 2.6816 | 2.7506 | 2.8160 | 2.8324 | 2.8306 | 2.8276 | 2.8243 | 2.8205 | 2.8280 | 2.8424 | 2.8713 | 2.8928 | ||||||||||||||||||||||||||||||||||||||||||
September 30, 2020 |
2.7729 | 2.8893 | 2.9637 | 3.0079 | 3.0346 | 3.0163 | 2.9815 | 2.9631 | 2.9453 | 2.9125 | 2.8994 | 2.9042 | 2.9228 | 2.9376 | ||||||||||||||||||||||||||||||||||||||||||
September 30, 2021 |
3.1536 | 3.2147 | 3.2558 | 3.2805 | 3.2820 | 3.2301 | 3.1494 | 3.1072 | 3.0667 | 2.9944 | 2.9644 | 2.9647 | 2.9756 | 2.9834 | ||||||||||||||||||||||||||||||||||||||||||
September 30, 2022 |
3.5422 | 3.5422 | 3.5422 | 3.5422 | 3.5422 | 3.5422 | 3.5422 | 3.2787 | 3.0303 | 3.0303 | 3.0303 | 3.0303 | 3.0303 | 3.0303 |
The exact Stock Price and Effective Date may not be set forth in the table, in which case:
|
if the Stock Price is between two Stock Price amounts on the table or the Effective Date is between two Effective Dates on the table, the Fundamental Change Conversion Rate will be determined by straight-line interpolation between the Fundamental Change Conversion Rates set forth for the higher and lower Stock Price amounts and the earlier and later Effective Dates, as applicable, based on a 365- or 366-day year, as applicable; |
|
if the Stock Price is in excess of $1,000.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the first row of the table above), then the Fundamental Change Conversion Rate will be the Minimum Conversion Rate; and |
|
if the Stock Price is less than $100.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the first row of the table above), then the Fundamental Change Conversion Rate will be the Maximum Conversion Rate. |
Listing |
The Issuer intends to apply to have the Mandatory Convertible Preferred Stock listed on The Nasdaq Global Select Market under the symbol AVGO.A. The listing application will be subject to the approval of The Nasdaq Global Select Market. |
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CUSIP / ISIN |
11135F200 / US11135F2002. | |
Joint Book-Running
|
BofA Securities, Inc. | |
Citigroup Global Markets Inc. | ||
J.P. Morgan Securities LLC | ||
Morgan Stanley & Co. LLC | ||
Book-Running Managers |
Barclays Capital Inc. | |
BMO Capital Markets Corp. | ||
BNP Paribas Securities Corp. | ||
HSBC Securities (USA) Inc. | ||
RBC Capital Markets, LLC | ||
Wells Fargo Securities, LLC | ||
Co-Managers |
Academy Securities, Inc. | |
BBVA Securities Inc. | ||
Commerz Markets LLC | ||
Credit Suisse Securities (USA) LLC | ||
Deutsche Bank Securities Inc. | ||
Mizuho Securities USA LLC | ||
MUFG Securities Americas Inc. | ||
PNC Capital Markets LLC | ||
Scotia Capital (USA) Inc. | ||
SMBC Nikko Securities America, Inc. | ||
Standard Chartered Bank | ||
SunTrust Robinson Humphrey, Inc. | ||
TD Securities (USA) LLC |
The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the Preliminary Prospectus Supplement referred to above and other documents the Issuer has filed with the SEC for more complete information about the Issuer and the offering. You may get these documents free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the applicable offering will arrange to send you the prospectus and the Preliminary Prospectus Supplement upon request to BofA Securities, Inc., Attention: Prospectus Department, 200 North College Street, 3rd Floor, Charlotte, North Carolina 28255, by telephone at (800) 294-1322, or by email at dg.prospectus_requests@baml.com; Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by telephone at (800) 831-9146; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, Attention: Prospectus Department, 1155 Long Island Avenue, Edgewood, New York 11717, by telephone at (866) 803-9204, or by email at prospectus-eq_fi@jpmchase.com; or Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, Second Floor, New York, New York 10014, or by telephone at (866) 718-1649.
Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of this communication having been sent via Bloomberg or another system.
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