Subsequent Events

Acquisition of CA, Inc.

On November 5, 2018, we completed our acquisition, or the CA Merger, of CA, Inc., or CA. We assumed all unvested CA stock options, outstanding restricted stock awards, restricted stock units and performance stock units held by continuing employees. All vested in-the-money CA stock options and director stock units were cashed out upon the completion of the CA Merger. CA was a leading provider of information technology management software and solutions. We acquired CA to enhance our infrastructure software capabilities.

Preliminary Purchase Consideration



	(In millions)
Cash paid for outstanding CA common stock	$	18,402
Cash paid by Broadcom to retire CA’s term loan	274
Cash paid for vested CA equity awards	77
Fair value of partially vested assumed equity awards	91
Total purchase consideration	$	18,844

We financed the CA Merger with the net proceeds from borrowings under the 2019 Term Loans, as discussed in further detail below, as well as cash on hand of the combined companies. We assumed $2.25 billion of CA’s outstanding senior unsecured notes.

We are currently evaluating the purchase price allocation following the consummation of the CA Merger. It is not practicable to disclose the preliminary purchase price allocation or unaudited pro forma combined financial information for this transaction, given the short period of time between the acquisition date and the issuance of these consolidated financial statements.

2019 Term Loans

In connection with the completion of the CA Merger, on November 5, 2018, we entered into a credit agreement, or the 2019 Credit Agreement, which provides for a $5 billion unsecured revolving credit facility, or the Revolving Facility, a $9 billion unsecured term A-3 facility, or the Term A-3 Loan, and a $9 billion unsecured term A-5 facility, or the Term A-5 Loan, and together with the Term A-3 Loan, referred to as the 2019 Term Loans. Our obligations under the 2019 Credit Agreement are guaranteed on an unsecured basis by BRCM, Broadcom Cayman Finance Limited and Broadcom-Singapore.

The term loans under the Term A-3 Loan and Term A-5 Loan have variable interest rates and will mature and be payable in full on the third or fifth anniversary, respectively. The Revolving Facility is a five-year unsecured revolving facility. Initially, the aggregate commitment is equal to $5 billion, of which $500 million is available for the issuance of multicurrency letters of credit. The issuance of letters of credit reduces the aggregate amount otherwise available under the Revolving Facility for the making of revolving loans. Subject to the terms of the 2019 Credit Agreement, we may borrow, repay and reborrow revolving loans at any time prior to the earlier of (a) the fifth anniversary, and (b) the date of termination in whole of the revolving lenders’ commitments under the 2019 Credit Agreement in accordance with the terms thereof. We had no borrowings outstanding under the Revolving Facility on November 5, 2018.

In connection with the CA Merger, we entered into a definitive agreement to sell Veracode, Inc., a wholly owned subsidiary of CA and provider of application security testing solutions, to Thoma Bravo, LLC for cash consideration of $950 million, subject to customary closing conditions.

Stock Repurchase Authorization

On December 5, 2018, our Board of Directors increased our current stock repurchase program authorization by $6 billion. The repurchase authorization is effective through November 3, 2019, the end of Broadcom’s fiscal year 2019.

Cash Dividends Declared

On December 6, 2018, we announced that our Board of Directors has declared a cash dividend of $2.65 per share, payable on December 28, 2018 to stockholders of record on December 19, 2018.