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EX-10.1 - EX-10.1 - BROADCOM CORPd769639dex101.htm

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): July 31, 2014

 

 

BROADCOM CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

 

California   000-23993   33-0480482

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

5300 California Avenue, Irvine, CA 92617

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (949) 926-5000

Not Applicable

(Former Name or Former Address, if Changed since Last Report)

 

 

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))

 

 

 


Item 1.01. Entry into a Material Definitive Agreement.

Credit Agreement Amendment

On July 31, 2014 (the “Amendment Date”), Broadcom Corporation (the “Company”) entered into the Second Amendment to Credit Agreement with Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the lenders party thereto (the “Amendment”), which amends the Credit Agreement dated as of November 19, 2010, by and among the Company, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the lenders party thereto (as amended by the First Amendment to Credit Agreement dated as of October 31, 2011, among the Company, Bank of America, N.A., as administrative agent, and the lenders party thereto (the “First Amendment”), and as further amended by the Amendment, the “Credit Agreement”).

The Amendment provides for, among other things, an extension of the maturity date of the credit facility to July 31, 2019, the removal of the Consolidated Interest Coverage Ratio financial covenant, the removal of the negative covenants restricting Investments and Restricted Payments, and the removal of the highest pricing level in determining interest rate margins applicable to loans made under the Credit Agreement and the commitment fee paid on the amount of the unused commitments thereunder, if any. Loans made under the Credit Agreement (other than swing line loans) will now bear interest, at the Company’s option, at either a Base Rate (as set forth in the Credit Agreement) or a Eurodollar Rate (as set forth in the Credit Agreement) plus a margin that will vary from 0.000% to 0.250% in the case of Base Rate loans and 0.625% to 1.250% in the case of Eurodollar Rate loans, in each case, based upon the ratings assigned to the Company’s senior unsecured debt by Moody’s Investors Service, Inc., Standard & Poor’s Financial Services LLC and Fitch Ratings Inc., as applicable. Borrowings of swing line loans under the Credit Agreement bear interest at a Base Rate plus the margin described above for Base Rate loans. In addition, under the terms of the Credit Agreement, the Company pays a commitment fee on the aggregate amount of any unused commitments in an amount equal to a percentage of such unused commitments. The percentage with respect to the highest pricing level has been removed pursuant to the Amendment and the percentage of such unused commitments will now vary from 0.060% to 0.150% based upon the ratings assigned to the Company’s senior unsecured debt by Moody’s Investors Service, Inc., Standard & Poor’s Financial Services LLC and Fitch Ratings Inc., as applicable.

The Amendment does not change the events of default applicable to the Company and its subsidiaries.

No borrowings of loans under the Credit Agreement were made on or prior to the Amendment Date.

The foregoing description of the terms of the Credit Agreement and the Amendment does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, attached as Exhibit 10.1 to the Company’s Form 8-K filing dated November 22, 2010, and incorporated herein by reference, to the First Amendment attached as Exhibit 10.1 to the Company’s Form 8-K filing dated October 31, 2011, and to the Amendment, attached as Exhibit 10.1 hereto, and incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit
No.

  

Description

10.1    Second Amendment to Credit Agreement, dated as of July 31, 2014, by and among the Company, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the lenders party thereto.


SIGNATURES

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 CORPORATION,
a California corporation
By:  

/s/ Eric K. Brandt

Name:   Eric K. Brandt
Title:  

Executive Vice President and

Chief Financial Officer

Date: July 31, 2014


EXHIBIT INDEX

 

Exhibit
No.

  

Description

10.1    Second Amendment to Credit Agreement, dated as of July 31, 2014, by and among the Company, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the lenders party thereto.