SEC Form 4 · accession 0001209191-15-058076
Avago Technologies LTD · AVGO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jun 30, 2015
Accepted (ET)
Jul 1, 2015 · 5:13 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001441634
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary Shares, no par valueF1,F2,F4,F5,F6,F8 | Jun 30, 2015 | M | 20,480,434 | $47.90 | A | 20,480,434 | I | Held through SLP Argo I Ltd. |
| Ordinary Shares, no par valueF1,F2,F7,F8 | Jun 30, 2015 | D | 6,982,455 | $47.90 | D | 13,497,979 | I | Held through SLP Argo I Ltd. |
| Ordinary Shares, no par valueF1,F3,F4,F5,F6,F9 | Jun 30, 2015 | M | 397,665 | $47.90 | A | 397,665 | I | Held through SLP Argo II Ltd. |
| Ordinary Shares, no par valueF1,F3,F7,F9 | Jun 30, 2015 | D | 135,577 | $47.90 | D | 262,088 | I | Held through SLP Argo II Ltd. |
| Ordinary Shares, no par valueF1,F10 | holding | — | — | — | 58,242 | I | See footnote | |
| Ordinary Shares, no par valueF1,F11 | holding | — | — | — | 3,285 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2.0% Convertible Senior Notes due 2021F1,F2,F8,F6,F4,F5 | $47.90 | Jun 30, 2015 | M | 980,953,000 | D | — | — | Ordinary Shares, no par value | 20,480,434 | 0 | I |
| 2.0% Convertible Senior Notes due 2021F1,F3,F9,F6,F4,F5 | $47.90 | Jun 30, 2015 | M | 19,047,000 | D | — | — | Ordinary Shares, no par value | 397,665 | 0 | I |
Explanation of responses
- F1This Form 4 is filed on behalf of SLP Argo I Ltd. ("Argo I"), SLP Argo II Ltd. ("Argo II"), Silver Lake Partners IV Cayman (AIV II), L.P. ("AIV II"), Silver Lake Technology Investors IV Cayman, L.P. ("SLTI IV"), Silver Lake Technology Associates IV Cayman, L.P. ("SLTA IV Cayman"), Silver Lake (Offshore) AIV GP IV, Ltd. ("AIV GP IV") and Mr. Kenneth Y. Hao. AIV II is the sole shareholder of Argo I. SLTI IV is the sole shareholder of Argo II. SLTA IV Cayman is the sole general partner of AIV II and SLTI IV, and AIV GP IV is the sole general partner of SLTA IV Cayman. Each of AIV GP IV, SLTA IV Cayman, SLTI IV, AIV II, Argo I and Argo II may be deemed to be a director by deputization of Avago Technologies Limited (the "Issuer"). Mr. Hao is a director of the Issuer.
- F10These securities are held by Mr. Kenneth Y. Hao for the benefit of certain entities affiliated with AIV GP IV ("Silver Lake"). Mr. Hao serves as a director of the Issuer. Pursuant to Mr. Hao's arrangement with Silver Lake with respect to director compensation, upon the sale of these securities, the proceeds from such sale(s) are expected to be remitted to Silver Lake. Mr. Hao, through his role at Silver Lake and its affiliates, may be deemed to have an indirect interest in these securities.
- F11These securities are held by the Hao Family Trust u/a/d 10/12/99.
- F2AIV II, as the sole shareholder of Argo I, SLTA IV Cayman, as the sole general partner of AIV II, AIV GP IV, as the sole general partner of SLTA IV Cayman, and Mr. Kenneth Y. Hao, as a director of Argo I and AIV GP IV, may each be deemed to be the indirect beneficial owner of the securities directly owned by Argo I under Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). However, pursuant to Rule 16a-1(a)(4) of the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing, and each Reporting Person (except for Argo I) disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.
- F3SLTI IV, as the sole shareholder of Argo II, SLTA IV Cayman, as the sole general partner of SLTI IV, AIV GP IV, as the sole general partner of SLTA IV Cayman, and Mr. Kenneth Y. Hao, as a director of Argo II and AIV GP IV, may each be deemed to be the indirect beneficial owner of the securities directly owned by Argo II under Rule 16a-1(a)(2) of the Exchange Act. However, pursuant to Rule 16a-1(a)(4) of the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing, and each Reporting Person (except for Argo II) disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.
- F4On May 6, 2014, the Issuer issued its 2.0% Convertible Senior Notes due 2021 (the "Convertible Notes") to Argo I and Argo II, which Convertible Notes were immediately exercisable. The Convertible Notes had a maturity date of August 15, 2021, subject to earlier redemption, repurchase or conversion in accordance with their terms. In accordance with the terms of the Indenture, dated as of May 6, 2014 (the "Indenture"), by and between the Issuer and U.S. Bank National Association, as trustee, the Issuer is satisfying its obligations with respect to the conversion of the Convertible Notes (the "Conversion Obligation") in part in cash and in part in Ordinary Shares, no par value of the Issuer ("Ordinary Shares").
- F5(Continued from Footnote 4) On June 30, 2015, the Issuer became obligated to deliver (i) to Argo I, $980,953,058.07 in cash and 13,497,979 Ordinary Shares, and (ii) to Argo II, $19,047,000.60 in cash and 262,088 Ordinary Shares, pursuant to the terms of the Indenture.
- F6Represents the approximate conversion price and the approximate number of Ordinary Shares underlying the Convertible Notes, in each case based on the conversion rates calculated pursuant to the Indenture and as adjusted pursuant to the anti-dilution provisions of the Indenture.
- F7Represents the Issuer's payment of a portion of the Conversion Obligation in cash and the deemed price per Ordinary Share of such cash settlement portion as determined based on the conversion rates calculated pursuant to the Indenture.
- F8These securities are directly held by Argo I. See footnote (2).
- F9These securities are directly held by Argo II. See footnote (3).
Remarks
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.