Broadcom Corporation (NASDAQ: BRCM) Announces the Commencement of Tender Offers and Consent Solicitation

IRVINE, Calif., Dec. 30, 2015 /PRNewswire/ -- Broadcom Corporation (NASDAQ: BRCM), a global innovation leader in semiconductors for wired and wireless communications (the " Company " or " Broadcom "), announces today that it is offering to purchase for cash any and all of its outstanding (a) $500,000,000 2.700% Senior Notes due 2018 (the " 2018 Notes "), (b) $500,000,000 2.500% Senior Notes due 2022 (the " 2022 Notes "), (c) $350,000,000 3.500% Senior Notes due 2024 (the " 2024 Notes ") and (d) $250,000,000 4.500% Senior Notes due 2034 (the " 2034 Notes " and, together with each of the 2018 Notes, the 2022 Notes and the 2024 Notes, the " Notes " and each, a " Series of Notes ") from holders of the Notes (collectively, " Holders "), as further described in the Offer to Purchase and Consent Solicitation Statement dated as of December 30, 2015 (the " Offer Document ") to be distributed to Holders. The offers to purchase the 2018 Notes, 2022 Notes, 2024 Notes and 2034 Notes are collectively referred to herein as the " Tender Offers ." Capitalized terms used but not otherwise defined in this press release shall have the meanings given to them in the Offer Document.

In conjunction with the Tender Offers, the Company is soliciting from the Holders of each Series of Notes consents and waivers (collectively, the " Consents and Waivers ") with respect to the rights of Holders to require the Company to make a Change of Control Offer as a result of the Transactions and with respect to any defaults that might result from the consummation of the Transactions and to certain additional proposed amendments to the base indenture dated as of November 1, 2010, as amended by the supplemental indenture thereto with respect to each Series of Notes. The solicitation of Consents and Waivers with respect to each Series of Notes is collectively referred to herein as the " Consent Solicitation ." " Transactions ," as defined in the Offer Document, refers generally to the transactions contemplated by the Agreement and Plan of Merger, dated as of May 28, 2015, entered into by and among Avago Technologies Limited (" Avago "), Broadcom and certain other parties (as amended to date, the " Merger Agreement ").

The Tender Offers commenced on December 30, 2015 and will expire at 12:00 p.m., New York time, on February 1, 2016, unless extended or earlier terminated (such date and time, as may be extended, the " Expiration Date "). Holders who wish to receive the " Total Consideration " (indicated in the table below), which includes the " Consent Payment " (indicated in the table below), must validly tender, and not withdraw, their Notes at or prior to 5:00 p.m., New York time, on January 12, 2016 (such date and time, as may be extended, the " Consent Date ") through The Depository Trust Company (" DTC "). Holders who validly tender their Notes after the Consent Date and at or prior to the Expiration Date will receive only the " Tender Consideration " (indicated in the table below). All Holders who validly tender their Notes will be deemed to have delivered their Consents. Holders may not tender their Notes (including following the Consent Date) without delivering their Consents, and Holders may not deliver their Consents (including following the Consent Date) without tendering their Notes. Tendered Notes may be withdrawn and Consents may be revoked at any time at or prior to the Consent Date, but not thereafter.

The following table provides information with respect to the Notes, the Consent Payment, the Tender Consideration and the Total Consideration:

CUSIPs/ISINs

Offer Relates to Outstanding Aggregate Principal Amount

** Security Description**

Consent Payment

Tender Consideration

Total Consideration

111320 AE7 / US111320AE77

$500,000,000

2.700% Senior Notes due 2018

$30 per $1,000 principal amount

$980 per $1,000 principal amount

$1,010 per $1,000 principal amount

111320 AF4 / 111320 AG2 / U11086 AC6 / US111320AF43 / US111320AG26 / USU11086AC60

$500,000,000

2.500% Senior Notes due 2022

$30 per $1,000 principal amount

$980 per $1,000 principal amount

$1,010 per $1,000 principal amount

111320 AH0 / US111320AH09

$350,000,000

3.500% Senior Notes due 2024

$30 per $1,000 principal amount

$980 per $1,000 principal amount

$1,010 per $1,000 principal amount

111320 AJ6 / US111320AJ64

$250,000,000

4.500% Senior Notes due 2034

$30 per $1,000 principal amount

$980 per $1,000 principal amount

$1,010 per $1,000 principal amount

Provided the conditions to the applicable Tender Offer have been satisfied or waived, the Company will pay the corresponding Tender Consideration or Total Consideration with respect to Notes validly tendered and accepted for purchase promptly after the applicable Expiration Date (the " Settlement Date ") which is expected to be the business day following the Expiration Date, unless the Company extends or terminates any Tender Offer, at its discretion. The payment of the applicable Total Consideration or the applicable Tender Consideration, as the case may be, shall include accrued and unpaid interest up to, but not including, the applicable Settlement Date for all Notes accepted by the Company for purchase.

The Tender Offers and Consent Solicitation are subject to the terms and conditions set forth in the Offer Document, including, but not limited to, the satisfaction of the (i) Transactions Condition, (ii) General Conditions and (iii) Requisite Consent Condition. The Company reserves the right, in its sole discretion, to waive any and all conditions to the Offer.

Below is an indicative timetable providing information with respect to the expected dates and times for the Tender Offers. The timetable is subject to change, and dates and times may be extended, amended or terminated by the Company as described in the Offer Document.

Commencement Date

December 30, 2015

Consent Date

January 12, 2016, 5:00 p.m., New York time

Expiration Date

February 1, 2016, 12:00 p.m., New York time

In connection with the Tender Offers and the Consent Solicitation, Deutsche Bank Securities Inc. (the " Dealer Manager ") is serving as dealer manager and solicitation agent. MacKenzie Partners, Inc. is serving as the information and tender agent (the " Information and Tender Agent "). Requests for assistance or for copies of the Offer Document or any other documents related to the Tender Offers and the Consent Solicitation may be directed to the Information and Tender Agent at the contact details set forth below. Questions or requests for assistance in relation to the Tender Offers and the Consent Solicitation may be directed to the Dealer Manager at the address and telephone number set forth below.

None of the Company, the Trustee, the Dealer Manager or the Information and Tender Agent makes any recommendation as to whether or not Holders should tender Notes and deliver Consents in response to the Tender Offers and the Consent Solicitation. Each Holder must make her, his or its own decision as to whether to tender Notes in connection with the Tender Offers and deliver Consents in connection with the Consent Solicitation, and, if so, as to how many Notes to tender and Consents to deliver.

THE DEALER MANAGER

Deutsche Bank Securities

Attn: Liability Management Group 60 Wall Street New York, New York 10005

Toll free: (866) 627-0391

Collect: (212) 250-2955

THE INFORMATION AND TENDER AGENT

MACKENZIE PARTNERS, INC.

105 Madison Avenue New York, New York 10016

(212) 929-5500 (Call Collect) or Call Toll-Free (800) 322-2885

Email: tenderoffer@mackenziepartners.com