UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~Current~~CURRENT REPORT ~~Report~~

Pursuant to Section 13 orOR 15(d)

of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 1215, 2018 (February 11, 2018)

Broadcom Limited

Broadcom Cayman L.P.

(Exact name of registrants as specified in its charter)

Singapore Cayman Islands	001-37690 333-205938-01	98-1254807 98-1254815
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
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)

Registrants’ telephone number, including area code (65) 6755-7888

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)

Registrants’ 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))

☒	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 81.01. ~~Other~~Entry ~~Events.~~into a Material Definitive Agreement

AsNote ~~previously~~Purchase ~~announced,~~Agreement on November 6, 2017, Broadcom Limited (“Broadcom”) made a proposal to acquire all of the outstanding shares of common stock of Qualcomm Incorporated (“Qualcomm”), and on February 5, 2018, Broadcom made a revised proposal to acquire all of the outstanding shares of common stock of Qualcomm.

OnBroadcom ~~February 12~~Limited, ~~2018~~a Delaware corporation (“New Broadcom”), and Broadcom ~~issued~~Limited, a ~~press~~company ~~release~~incorporated (in the Republic of Singapore (“~~Press~~Broadcom ~~Release~~Singapore”), ~~announcing~~have ~~that~~entered into a note purchase agreement with investment funds affiliated with each of Silver Lake Partners and Kohlberg Kravis Roberts & Co. L.P. and an investment vehicle to be owned by funds advised itby ~~has~~affiliates ~~signed~~of ~~committed~~CVC ~~financing~~Capital ~~agreements~~Partners ~~sufficient~~Advisory (U.S.) Inc., pursuant to ~~fully~~which ~~fund~~such ~~the~~investors agreed to purchase $606.0 billion ~~per~~in ~~share~~aggregate ~~cash~~principal ~~component~~amount of ~~its~~3.00% ~~$82~~convertible ~~per~~senior ~~share~~notes ~~offer~~to be issued by New Broadcom. The obligations of New Broadcom to ~~acquire~~issue ~~all~~the convertible notes and of the ~~outstanding~~investors ~~shares~~to purchase the convertible notes are contingent on the satisfaction or waiver of ~~Qualcomm~~customary and tolimited ~~fund~~conditions, ~~post-~~as well as a requirement that the proposed acquisition of Qualcomm Incorporated (“Qualcomm”) will be consummated substantially simultaneously with the closing ~~working~~of ~~capital~~the ~~needs~~convertible notes issuance, ~~including~~and New Broadcom having received, or that substantially simultaneously with the closing of the convertible notes ~~restructuring~~issuance ~~activities~~New Broadcom will receive, atthe proceeds of the ~~combined~~debt ~~companies~~financing contemplated by the commitment letter described in Item 8.01 hereof in an amount sufficient (together with the proceeds of the convertible notes) to consummate the acquisition.

The ~~foregoing~~note ~~description~~purchase agreement provides that the notes will be issued under an indenture between New Broadcom and a trustee and will bear interest at a rate of 3.00% per annum, payable semiannually in cash. The convertible notes will mature seven years from the ~~Press~~date ~~Release~~of issuance of the notes, subject to earlier conversion, redemption or repurchase. The initial conversion rate for the convertible notes is ~~qualified~~3.5415 New Broadcom shares and cash in ~~its~~lieu ~~entirety~~of byany fractional New Broadcom shares, per $1,000 principal amount of convertible notes, which is equivalent to an initial conversion price of approximately $282.37 per New Broadcom ~~reference~~share. The conversion rate will be subject to adjustment from time to time upon the ~~Press~~occurrence ~~Release~~of specified events. Subject to the satisfaction of certain conditions, aholders ~~copy~~of the convertible notes may surrender their convertible notes for conversion at any time prior to the close of ~~which~~business ison ~~attached~~the ~~hereto~~second trading day immediately preceding the maturity date for the convertible notes. Upon conversion, New Broadcom may, at its discretion, settle such conversion by delivery of cash, New Broadcom shares or a combination thereof, as ~~Exhibit~~provided 99in the indenture.1.

~~Item~~The 9convertible notes will be New Broadcom’s general, senior unsecured obligations and will effectively be subordinated to all of New Broadcom’s existing and future secured debt, to the extent of the assets securing such debt, and guaranteed debt, and are structurally subordinated to all liabilities of New Broadcom’s subsidiaries, including trade payables.01 The indenture will not limit the amount of indebtedness that New Broadcom or any of its subsidiaries may incur. ~~Financial~~Holders ~~Statements~~of the convertible notes may require New Broadcom to repurchase the convertible notes upon the occurrence of certain fundamental changes at a fundamental change purchase price equal to 100% of the principal amount of the convertible notes to be purchased, plus accrued and ~~Exhibits~~unpaid interest, if any. The indenture will provide that at any time following the fourth anniversary of the date of issuance of the convertible notes, New Broadcom may elect to redeem the convertible notes if the closing sale price of the New Broadcom shares for 20 or more trading days in the period of 30 consecutive trading days ending on the trading day immediately prior to the date on which New Broadcom provides notice of such redemption exceeds 140% of the applicable conversion price in effect on each such trading day. The redemption price will be payable in cash and will equal the sum of 100% of the principal amount of the convertible notes being redeemed, plus accrued and unpaid interest, if any. The indenture will include customary “events of default”, which may result in the acceleration of the maturity of the convertible notes under the indenture. The indenture will also include customary covenants for convertible notes.

~~(d)~~New ~~Exhibits~~Broadcom and the holders of convertible notes will also enter into a registration rights agreement pursuant to which the holders of convertible notes will have certain registration rights with respect to the convertible notes and the New Broadcom shares issuable upon conversion of the convertible notes.

Exhibit Number		Description
99.1		Press Release, dated February 12, 2018

The foregoing description of the Note Purchase Agreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the Note Purchase Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 99.1 and the terms of which are incorporated herein by reference.

~~Cautionary~~Item ~~Note~~8.01. ~~Regarding~~Other ~~Forward-Looking Statements~~ Events

~~This~~Committed ~~report~~Debt ~~contains~~Financing 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 our expected future business and financial performance and statements about (i) the proposed transaction involving Broadcom and Qualcomm and the expected benefits of the proposed transaction, (ii) the expected benefits of acquisitions, (iii) our plans, objectives and intentions with respect to future operations and products, (iv) our competitive position and opportunities, (v) the impact of acquisitions on the market for our products, and (vi) 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.

~~Particular~~Broadcom ~~uncertainties~~Singapore ~~that~~and ~~could~~New ~~materially affect~~Broadcom ~~future~~have ~~results~~entered ~~include~~into ~~risks~~a ~~associated~~commitment ~~with~~letter, ~~our~~dated ~~proposal~~as toof ~~acquire Qualcomm~~February 11, ~~including:~~2018 (~~i) uncertainty regarding~~ the ~~ultimate~~“Commitment Letter”), ~~outcome~~with orBank ~~terms~~ of ~~any~~America, ~~possible~~N.A., ~~transaction~~Citigroup ~~between~~Global ~~Broadcom~~Markets ~~and Qualcomm~~Inc., ~~including~~Deutsche asBank toAG ~~whether~~New ~~Qualcomm will~~York ~~cooperate~~Branch, ~~with~~Deutsche usBank ~~regarding~~AG ~~the~~Cayman ~~proposed~~Islands ~~transaction~~Branch, ~~(ii) the~~Deutsche ~~effects~~Bank ofSecurities ~~the~~Inc., ~~announcement~~JPMorgan ofChase ~~the~~Bank, ~~proposed~~N.A., ~~transaction~~Mizuho onBank, ~~the ability of Broadcom and Qualcomm to retain customers~~Ltd., toSumitomo ~~retain~~Mitsui ~~and hire key personnel and to maintain favorable~~Banking ~~relationships with suppliers or customers~~Corporation, ~~(iii) the~~The ~~timing~~Bank of ~~the~~Tokyo-Mitsubishi ~~proposed~~UFJ, ~~transaction~~Ltd., ~~(iv) the~~Wells ~~ability~~Fargo toBank, ~~obtain~~National ~~regulatory~~Association, ~~approvals~~Wells ~~and~~Fargo ~~satisfy~~Securities, ~~other~~LLC, ~~closing~~The ~~conditions~~Bank ~~to the completion~~ of ~~the~~Nova ~~proposed transaction (including shareholders approval)~~Scotia, ~~and~~Bank ~~(v) other risks related to the completion~~ of ~~the~~Montreal, ~~proposed~~BMO ~~transaction~~Capital ~~and~~Markets ~~actions~~Corp., ~~related~~Royal ~~thereto;~~Bank ~~any loss~~ of ~~our~~Canada, ~~significant~~RBC ~~customers~~Capital ~~and~~Markets ~~fluctuations in the timing~~ and ~~volume of significant customer demand; our~~Morgan ~~dependence~~Stanley onSenior ~~contract~~Funding, ~~manufacturing~~Inc. ~~and~~(collectively, ~~outsourced~~the ~~supply~~“Commitment ~~chain; our dependency on a limited number of suppliers; any acquisitions we may make~~Parties”), ~~such~~pursuant asto ~~delays~~which, ~~challenges~~subject ~~and~~to ~~expenses~~the ~~associated~~terms ~~with receiving governmental~~ and ~~regulatory~~conditions ~~approvals and~~set ~~satisfying~~forth ~~other~~therein, ~~closing~~the ~~conditions,~~Commitment ~~and~~Parties ~~with~~have ~~integrating~~committed ~~acquired~~to ~~companies~~provide ~~with~~up ~~our~~to ~~existing~~$100.0 billion ~~businesses~~in ~~and~~debt ~~our~~financing, including ~~ability~~a to$5 ~~achieve~~billion ~~the~~revolving ~~growth~~credit ~~prospects~~facility and ~~synergies~~bridge ~~expected~~financing. byThe ~~such~~funding ~~acquisitions;~~of ~~our~~the ~~ability~~debt tofacilities ~~accurately~~provided ~~estimate customers’~~for ~~demand~~in ~~and~~the ~~adjust~~Commitment ~~our~~Letter ~~manufacturing~~is ~~and~~contingent ~~supply~~on ~~chain~~the ~~accordingly;~~satisfaction ~~our~~of ~~significant~~customary ~~indebtedness~~conditions, including the ~~need~~consummation toof ~~generate~~the ~~sufficient~~proposed acquisition ~~cash~~of ~~flows~~Qualcomm. toThe ~~service~~proceeds ~~and~~of ~~repay~~the ~~such~~ debt; ~~dependence~~financing onprovided afor ~~small~~in ~~number of markets and~~ the ~~rate of~~Commitment ~~growth~~Letter inwill ~~these~~be ~~markets;~~used ~~dependence~~to onfund ~~and~~the ~~risks~~proposed ~~associated~~acquisition ~~with distributors~~ of ~~our~~Qualcomm ~~products; dependence on senior management; quarterly~~ and ~~annual~~post-closing ~~fluctuations~~working incapital ~~our~~needs, ~~operating~~including ~~results;~~restructuring ~~global~~activities, ~~economic~~at ~~conditions~~the ~~and concerns; our proposed~~combined ~~redomiciliation of our ultimate parent~~ company. ~~to the United States; our competitive performance and ability to~~

~~continue~~The ~~achieving~~foregoing ~~design~~description ~~wins~~of ~~with our customers, as well as~~ the ~~timing~~Commitment ofLetter ~~any design wins; prolonged disruptions of our or our contract manufacturers’ manufacturing facilities or other significant operations; our ability to improve our manufacturing efficiency~~ and ~~quality;~~the ~~our~~transactions ~~dependence~~contemplated onthereby ~~outsourced~~is ~~service~~not ~~providers~~complete ~~for certain key business services~~ and ~~their~~is ~~ability~~subject to ~~execute to our requirements; our ability to maintain or improve gross margin; our overall cash tax costs~~, ~~legislation that may impact our overall cash tax costs,~~ and ~~our~~qualified ~~ability to maintain tax concessions~~ in ~~certain~~its ~~jurisdictions;~~entirety ~~our~~by ~~ability~~reference to, ~~protect~~the ~~our~~Commitment ~~intellectual~~Letter, ~~property~~a ~~and~~copy ~~the unpredictability~~ of ~~any~~which ~~associated~~is ~~litigation~~filed ~~expenses;~~with ~~any~~this ~~expenses~~Current orReport ~~reputational~~on ~~damage~~Form ~~associated~~8-K ~~with~~as ~~resolving~~Exhibit ~~customer~~99.2 ~~product warranty~~ and ~~indemnification claims; cyclicality in~~ the ~~semiconductor~~terms ~~industry or in our target markets; our ability to sell to new types~~ of ~~customers and to keep pace with technological advances; market acceptance of the end products into~~ which ~~our products~~ are ~~designed;~~incorporated ~~and~~herein ~~other~~by ~~events and trends on a national, regional and global scale, including those of a political, economic, business, competitive and regulatory nature~~reference.

~~Our~~Item ~~filings with the Securities and Exchange Commission (“SEC”), which you may obtain for free at the SEC’s website at http://www~~9.~~sec~~01.~~gov,~~ ~~discuss~~Financial ~~some~~Statements ~~of the important risk factors that may affect our business, results of operations~~ and financial condition. We undertake 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. Exhibits

(d)

Exhibits


Exhibit No.

99.1		Note Purchase Agreement, dated as of February 11, 2018, by and among Broadcom Limited, a company incorporated in the Republic of Singapore, Broadcom Limited, a Delaware corporation, and the Purchasers listed on Schedule I thereto

99.2		Commitment letter, dated as of February 11, 2018, with Bank of America, N.A., Citigroup Global Markets Inc., Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd., Sumitomo Mitsui Banking Corporation, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, The Bank of Nova Scotia, Bank of Montreal, BMO Capital Markets Corp., Royal Bank of Canada, RBC Capital Markets and Morgan Stanley Senior Funding, Inc.

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 Limited~~	Broadcom Limited
Date: February 12, 2018	By:	/s/ Thomas H. Krause, Jr.
Date: February 15, 2018	By:	/s/ Thomas H. Krause, Jr.
		Thomas H. Krause, Jr.
		Chief Financial Officer
	~~Broadcom Cayman L.P., by its general partner Broadcom Limited~~	Broadcom Cayman L.P., by its general partner Broadcom Limited
	By:	/s/ Thomas H. Krause, Jr.
		Thomas H. Krause, Jr.
		Chief Financial Officer

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