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): April 9, 2018 (April 5, 2018)
Broadcom Pte. Ltd.
(Exact name of registrants as specified in its charter)
| Singapore | 001-37690 | 98-1254807 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
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 3.03 | Material Modification to Rights of Security Holders |
On April 9, 2018, Broadcom Inc., a Delaware corporation, became a guarantor of the Notes (as defined below) and entered into supplemental indentures with the Issuers and the Trustee (each as defined below), dated as of April 9, 2018 (the “Supplemental Indentures”), to (a) that certain Indenture dated as of January 19, 2017 (as amended or supplemented as of the date hereof, the “January 2017 Indenture”), among Broadcom Corporation, a Delaware corporation, as issuer (“Broadcom Corporation”), Broadcom Cayman Finance Limited, an exempted company incorporated with limited liability in the Cayman Islands, as co-issuer (“Cayman Finance” and, together with Broadcom Corporation, the “Issuers”), Broadcom Limited, a public company limited by shares incorporated under the laws of the Republic of Singapore (the “Company”), as a guarantor, Broadcom Cayman L.P., an exempted limited partnership registered under the laws of the Cayman Islands, acting through the Company, its general partner, as a guarantor (“Broadcom Cayman LP”), and Wilmington Trust, National Association, as trustee (the “Trustee”), in respect of the Issuers’ 2.375% Senior Notes due 2020, the Issuers’ 3.000% Senior Notes due 2022, the Issuers’ 3.625% Senior Notes due 2024 and the Issuers’ 3.875% Senior Notes due 2027 (collectively, the “January 2017 Notes”) and (b) that certain Indenture, dated as of October 17, 2017 (as amended or supplemented as of the date hereof, the “October 2017 Indenture” and, together with the January 2017 Indenture, the “Indentures” and each an “Indenture”), among the Issuers, the Company, Broadcom Cayman LP and the Trustee in respect of the Issuers’ 2.200% Senior Notes due 2021, the Issuers’ 2.650% Senior Notes due 2023, the Issuers’ 3.125% Senior Notes due 2025 and the Issuers’ 3.500% Senior Notes due 2028 (collectively, the “October 2017 Notes” and, together with the January 2017 Notes, the “Notes”). In addition, Broadcom Cayman LP was released from its guarantee of the Notes under each of the Indentures in accordance with their terms.
The foregoing is only a brief description of the Supplemental Indentures and is qualified in its entirety by reference to the Supplemental Indentures, copies of which is filed as Exhibits 4.1 and 4.2 and are incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 5, 2018, the Company filed a special resolution with the Accounting and Corporate Regulatory Authority of Singapore to convert to a private company limited by shares incorporated under the laws of the Republic of Singapore (the “Conversion”). In connection with the Conversion, the Company changed its legal name from “Broadcom Limited” to “Broadcom Pte. Ltd.” and amended its Constitution, effective as of April 5, 2018. A copy of the Constitution of the Company is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(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.
| Broadcom Pte. Ltd. | ||||||
| Date: April 9, 2018 | By: | /s/ Thomas H. Krause, Jr. | ||||
| Thomas H. Krause, Jr. | ||||||
| Chief Financial Officer | ||||||