UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 17, 2017
Broadcom Limited
Broadcom Cayman L.P.
(Exact name of registrant as specified in its charter)
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Singapore Cayman Islands |
001-37690 333-205938-01 |
98-1254807 98-1254815 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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Broadcom Limited 1 Yishun Avenue 7 Singapore 768923
Broadcom Cayman L.P. c/o Broadcom Limited 1 Yishun Avenue 7 Singapore 768923 |
N/A | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (65) 6755-7888
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously reported, on November 2, 2016, Broadcom Limited (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Brocade Communications Systems, Inc. (“Brocade”), Broadcom Corporation and Bobcat Merger Sub, Inc. (“Merger Sub”). Broadcom Corporation subsequently assigned all of its rights under the Merger Agreement to LSI Corporation, an indirect subsidiary of the Company, on December 19, 2016.
On November 17, 2017, the Company completed the acquisition of Brocade.
Pursuant to the Merger Agreement, the acquisition was structured as a merger of Merger Sub with and into Brocade (the “Merger”), with Brocade surviving the Merger and continuing as an indirect subsidiary of the Company. The aggregate consideration for the acquisition was approximately $6.1 billion in cash, without giving effect to related transaction fees and expenses. The Company funded the transaction with proceeds from the issuance and sale of $4.0 billion in aggregate principal amount of senior unsecured notes (the “Notes”) issued in October 2017, as well as cash on hand. Reference is hereby made to the Company’s Form 8-K filed on October 17, 2017 for a description of the terms of the Notes.
The foregoing summary of the Merger Agreement and the transactions contemplated by the Merger Agreement do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s and Broadcom Cayman L.P.’s Form 8-K/A filed with the Securities and Exchange Commission on November 2, 2016 and which is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On November 17, 2017, the Company issued a press release announcing the completion of the acquisition of Brocade. A copy of the press release, which is attached to this Current Report on Form 8-K as Exhibit 99.1, is hereby furnished pursuant to this Item 7.01.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into any filing of the registrant under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.
Item 8.01 Other Events.
The Company intends to cause Brocade to provide notice to the trustee of Brocade’s 4.625% Senior Notes due 2023 (“Senior Notes”) of its intent to effect the repurchase of the Senior Notes on or about January 16, 2018 in accordance with the terms of the related indenture governing such Senior Notes.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
Financial statements, to the extent required by this Item 9.01, will be filed by amendment to this Form 8-K (this “Report”) no later than 71 days following the date that this Report is required to be filed.
(b) Pro Forma Financial Information Acquired
Financial statements, to the extent required by this Item 9.01, will be filed by amendment to this Report no later than 71 days following the date that this Report is required to be filed.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Date: November 17, 2017
| Broadcom Limited | ||
| By: | /s/ Thomas H. Krause | |
| Name: | Thomas H. Krause | |
| Title: | Chief Financial Officer | |
| Broadcom Cayman L.P., by its general partner Broadcom Limited | ||
| By: | /s/ Thomas H. Krause | |
| Name: | Thomas H. Krause | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
Broadcom Completes Acquisition of Brocade Communications Systems
SAN JOSE, Calif. – Nov. 17, 2017 – Broadcom Limited (NASDAQ: AVGO) (“Broadcom”), a leading semiconductor device supplier to the wired, wireless, enterprise storage, and industrial end markets, today announced that it has completed its acquisition of Brocade Communications Systems, Inc. (NASDAQ: BRCD).
Brocade’s common stock will now cease to be traded on NASDAQ. Brocade will operate as an indirect subsidiary of Broadcom and will be led by Jack Rondoni as General Manager. Previously, Rondoni served as Senior Vice President of Storage Networking at Brocade, having joined the company in 2006. Rondoni brings over 20 years of experience in storage, networking and technology.
“We are pleased to complete this transaction, which strengthens Broadcom’s position as a leading provider of enterprise storage and networking solutions and enables us to better serve our OEM customers,” said Hock Tan, President and Chief Executive Officer of Broadcom. “Broadcom has a track record of successfully integrating and growing companies we acquire, enabling us to offer customers a leading portfolio of best-in-class franchises across a diverse set of technologies. We intend to invest in and grow the Brocade business to further enhance its capabilities in mission-critical storage networking.”
Tan continued, “We are pleased to announce Jack’s appointment as General Manager, and would like to welcome the outstanding team of employees at Brocade to the Broadcom family. Together, we will continue to exceed the expectations of our customers.”
“We are very excited to join the Broadcom team and provide compelling benefits for customers and new opportunities for Brocade’s employees,” said Jack Rondoni, General Manager, Brocade business unit. “Broadcom provides us with the scale, resources and complementary capabilities to accelerate growth, execute on our strategic initiatives and extend our market leadership in storage area networking. We share a common culture of innovation and execution, and we look forward to the exciting new growth opportunities we will have as part of the Broadcom team.”
About Broadcom Limited
Broadcom Limited is a leading designer, developer and global supplier of a broad range of digital and analog semiconductor connectivity solutions. Broadcom Limited’s extensive product portfolio serves four primary end markets: wired infrastructure, wireless communications, enterprise storage and industrial & other. Applications for our products in these end markets include: data center networking, home connectivity, set-top box, broadband access, telecommunications equipment, smartphones and base stations, data center servers and storage, factory automation, power generation and alternative energy systems, and electronic displays. For more information, go to www.broadcom.com .
Forward-Looking Statements
This communication 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 Broadcom’s expected future business and financial performance and statements about (i) the expected benefits of the Brocade acquisition, (ii) Broadcom’s plans, objectives and intentions with respect to future operations and products, (iii) Broadcom’s competitive position and opportunities, (iv) the impact of the Brocade acquisition on the market for Broadcom’s products, and (v) 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 Broadcom’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.
Such risks, uncertainties and assumptions include: any risks associated with loss of Broadcom’s significant customers and fluctuations in the timing and volume of significant customer demand; Broadcom’s dependence on contract manufacturers and outsourced supply chain; any acquisitions Broadcom may make, as well as delays, challenges and expenses associated with receiving governmental and regulatory approvals and satisfying other closing conditions, and with integrating acquired companies with Broadcom’s existing businesses and Broadcom’s ability to achieve the benefits, growth prospects and synergies expected from such acquisitions, including Broadcom’s completed acquisition of Brocade; Broadcom’s ability to accurately estimate customers’ demand and adjust Broadcom’s manufacturing and supply chain accordingly; Broadcom’s significant indebtedness; dependence on and risks associated with distributors of Broadcom’s products; Broadcom’s ability to improve its manufacturing efficiency and quality; increased dependence on a small number of markets; quarterly and annual fluctuations in operating results; cyclicality in the semiconductor industry or in Broadcom’s target markets; global economic conditions and concerns; Broadcom’s competitive performance and ability to continue achieving design wins with its customers, as well as the timing of those design wins; rates of growth in Broadcom’s target markets; prolonged disruptions of Broadcom’s or its contract manufacturers’ manufacturing facilities or other significant operations; Broadcom’s dependence on outsourced service providers for certain key business services and their ability to execute to its requirements; Broadcom’s ability to maintain or improve gross margin; Broadcom’s ability to maintain tax concessions in certain jurisdictions; Broadcom’s ability to protect its intellectual property and the unpredictability of any associated litigation expenses; any expenses or reputational damage associated with resolving customer product and warranty and indemnification claims; Broadcom’s ability to sell to new types of customers and to keep pace with technological advances; market acceptance of the end products into which Broadcom’s products are designed; and other events and trends on a national, regional and global scale, including those of a political, economic, business, competitive and regulatory nature.
Broadcom’s 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 Broadcom’s business, results of operations and financial condition. Broadcom undertakes no intent or obligation to publicly update or revise any of these forward looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Contact
Investors:
Ashish Saran
Broadcom Limited
Investor Relations
408-433-8000
investor.relations@broadcom.com
Media:
Joele Frank / Steve Frankel / Andi Rose
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449