Broadcom Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

FORM 8-K

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Date of Report (Date of earliest event reported): July 12, 2024

On June 12, 2024, Broadcom Inc. (the “Company”) announced a ten-for-one forward stock split (the “Stock Split”) of the Company’s common stock, to be effected through the filing of an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The Company filed the Amendment to effect the Stock Split and proportionately increase the number of shares of the Company’s authorized common stock from 2,900,000,000 to 29,000,000,000. The Amendment, which became effective at 4:30 p.m. Eastern Time on July 12, 2024, is filed as Exhibit 3.1 to this Current Report on Form 8-K.

On July 8, 2024, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., BNP Paribas Securities Corp. and HSBC Securities (USA) Inc., acting for themselves and as representatives of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $5,000,000,000 aggregate principal amount of its senior notes, consisting of $1,250,000,000 aggregate principal amount of its 5.050% senior notes due 2027 (the “2027 Notes”), $2,250,000,000 aggregate principal amount of its 5.050% senior notes due 2029 (the “2029 Notes”) and $1,500,000,000 aggregate principal amount of its 5.150% senior notes due 2031 (the “2031 Notes” and together with the 2027 Notes and the 2029 Notes, the “Notes”).

The Notes were registered under the Securities Act of 1933, as amended (the “Act”), pursuant to the Company’s registration statement on Form S-3ASR (File No. 333-280715) (the “Registration Statement”), dated July 8, 2024. On July 10, 2024, the Company filed with the U.S. Securities and Exchange Commission a prospectus supplement (the “Prospectus Supplement”), containing the final terms of the Notes pursuant to Rule 424(b)(2) of the Act. The Notes were sold pursuant to the Underwriting Agreement and were issued pursuant to the Prospectus Supplement. The Notes are governed by the Indenture, dated July 12, 2024 (the “Base Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by the Supplemental Indenture No. 1, dated July 12, 2024 (the “Supplemental Indenture”), between the Company and the Trustee.

 

The 2027 Notes will mature on July 12, 2027, the 2029 Notes will mature on July 12, 2029 and the 2031 Notes will mature on November 15, 2031. The Notes are unsecured, unsubordinated obligations of the Company and will rank equally in right of payment with all of the Company’s existing and future unsecured, unsubordinated indebtedness, liabilities and other obligations. The Notes will not be guaranteed by any of the Company’s subsidiaries and will therefore be structurally subordinated to the indebtedness and other liabilities of the Company’s subsidiaries.

 

The Company expects to use the net proceeds received from the issuance of the Notes for general corporate purposes and for repayment of debt.

 

Please refer to the Prospectus Supplement dated July 8, 2024 for additional information regarding the Notes offering and the material terms and conditions of the Notes. The foregoing summary of the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of (i) the Underwriting Agreement attached hereto as Exhibit 1.1; (ii) the Base Indenture attached hereto as Exhibit 4.1; (iii) the Supplemental Indenture attached hereto as Exhibit 4.2; and (iv) the forms of Notes attached hereto as Exhibits 4.3 through 4.5, inclusive, each of which are incorporated by reference herein.