Vmware (VMW) DEFM14AProxy related to merger

This is a notice that the special meeting of stockholders of VMware, Inc. (referred to as VMware) will be held on November 4, 2022, beginning at 8:30 a.m., Pacific time. The special meeting will be a completely virtual, live audio webcast meeting of stockholders and will be held for the following purposes:

The accompanying proxy statement/prospectus describes the proposals listed above in more detail. Please refer to the accompanying proxy statement/prospectus, including the merger agreement and the other annexes and documents included in, or incorporated by reference into, the accompanying proxy statement/prospectus for further information with respect to the business to be transacted at the special meeting. You are encouraged to read the entire proxy statement/prospectus carefully before voting. In particular, see the section titled “Risk Factors” beginning on page 27.

The VMware board of directors has fixed the close of business on September 30, 2022 as the record date for determination of VMware stockholders entitled to receive notice of, and to vote at, the special meeting or any adjournments or postponements thereof. Only holders of record of VMware common stock as of the close of business on the record date are entitled to receive notice of, and to vote at, the special meeting.

The transactions cannot be completed unless the merger agreement proposal is approved by the affirmative vote, virtually or by proxy, of holders of at least a majority of the outstanding shares of VMware common stock entitled to vote thereon.

The affirmative vote, virtually or by proxy, of holders of at least 67% of the outstanding shares of VMware common stock entitled to vote thereon is required to approve the charter amendment proposal. Further, the affirmative vote of holders of at least a majority of the outstanding shares of VMware common stock represented at the special meeting, virtually or by proxy, and entitled to vote thereon is required to approve the merger-related compensation proposal and the adjournment proposal.

Stockholders of record as of September 30, 2022 will be able to participate in the special meeting by visiting www.virtualshareholdermeeting.com/VMW2022SM and entering the 16-digit control number included on your proxy card or voting instruction card that accompanied your proxy materials.

If you have any questions about the special meeting, the transactions, the proposals or the accompanying proxy statement/prospectus, would like additional copies of the proxy statement/prospectus, need to obtain proxy cards or other information related to this proxy solicitation or need help submitting a proxy or voting your shares of VMware common stock, you should contact:

This proxy statement/prospectus incorporates important information about Broadcom and VMware from other documents that Broadcom and VMware have filed with the U.S. Securities and Exchange Commission (referred to as the SEC) and that are contained in or incorporated by reference into this proxy statement/prospectus. For a listing of documents incorporated by reference into this proxy statement/prospectus, please see the section titled “Where You Can Find More Information.” This information is available for you to review on the SEC’s website at www.sec.gov.

In addition, you may obtain copies of documents filed by Broadcom with the SEC by accessing Broadcom’s website at https://investors.broadcom.com. You may also obtain copies of documents filed by VMware with the SEC by accessing VMware’s website at http://ir.vmware.com. We are not incorporating the contents of the websites of the SEC, Broadcom, VMware or any other entity into this proxy statement/prospectus. We are providing the information about how you can obtain certain documents that are incorporated by reference into this proxy statement/prospectus at these websites only for your convenience.

In addition, if you have questions about the special meeting, the transactions, the proposals or this proxy statement/prospectus, would like additional copies of the proxy statement/prospectus, need to obtain proxy cards or other information related to the proxy solicitation or need help submitting a proxy or voting your shares of VMware common stock, you may contact D.F. King & Co., Inc. (referred to as D.F. King or VMware’s proxy solicitor), at the address and telephone number listed below. You will not be charged for any of these documents that you request.

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 (Registration No. 333-266181) filed with the SEC by Broadcom, constitutes a prospectus of Broadcom under the Securities Act of 1933, as amended (referred to as the Securities Act), with respect to the Broadcom common stock to be issued to VMware stockholders pursuant to the transactions. This proxy statement/prospectus also constitutes a proxy statement for VMware under the Securities Exchange Act of 1934, as amended (referred to as the Exchange Act), and a notice of meeting with respect to the special meeting of VMware stockholders.

You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated October 3, 2022, and you should assume that the information contained in this proxy statement/prospectus is accurate only as of such date. You should also assume that the information incorporated by reference into this proxy statement/prospectus is accurate only as of the date of such information.

Upon completion of the second merger, each issued and outstanding share of VMware common stock (other than (i) cancelled shares, (ii) dissenting shares and (iii) excluded shares) will be converted into the right to receive, at the election of the stockholder and subject to proration, $142.50 in cash, without interest, or 0.25200 of a share of Broadcom common stock. Each VMware stockholder may elect to receive (i) solely the cash consideration, (ii) solely the stock consideration or (iii) if the VMware stockholder owns more than one share, a combination of the cash consideration for a selected number of shares and the stock consideration for the remaining number of shares.

The market price of Broadcom common stock at the time of completion of the transactions may vary significantly from the market price of Broadcom common stock on the date the merger agreement was executed, the date of this proxy statement/prospectus, the date of the VMware special meeting and the date on which VMware stockholders make their election. Because the stock consideration is payable in a fixed number of shares of Broadcom common stock, the value of the stock consideration that VMware stockholders receive upon completion of the transactions may be higher or lower than the value of the stock consideration on such earlier dates. In addition, as discussed below, the merger consideration will be subject to proration. Accordingly, VMware stockholders will not know or be able to calculate at the time of the VMware special meeting the market value of the stock consideration they will receive upon completion of the transactions.

If a VMware stockholder makes a stock election and the market value of Broadcom common stock falls between the time of the election and the time the merger consideration is actually received, the value of the merger consideration received may be less than the value of the merger consideration such stockholder would have received under a cash election. Conversely, if a VMware stockholder makes a cash election and the market value of Broadcom common stock rises between the time of the election and the time the merger consideration is actually received, the value of the merger consideration received may be less than the value of the merger consideration such stockholder would have received under a stock election. Additionally, the consideration received by VMware stockholders may be subject to proration, such that a VMware stockholder that makes a cash election may receive stock consideration for some of their shares of VMware common stock, the value of which will be subject to the uncertainty described above.

Stock price changes may result from a variety of factors, including, among others, general market and economic conditions, changes in Broadcom’s and VMware’s respective businesses, operations and prospects, market assessments of the likelihood that the transactions will be completed, the timing of the transactions, regulatory considerations and other risk factors set forth or incorporated by reference in this proxy statement/prospectus. Many of these factors are beyond Broadcom’s and VMware’s control. VMware stockholders are urged to obtain current market quotations for Broadcom common stock and VMware common stock when they make their elections.

VMware stockholders’ consideration will be subject to proration, such that the total number of shares of VMware common stock entitled to receive the cash consideration and the total number of shares of VMware common stock entitled to receive the stock consideration, will, in each case, be equal to 50% of the aggregate number of shares of VMware common stock issued and outstanding immediately prior to the effective time of the second merger. Accordingly, some of the merger consideration a VMware stockholder receives may differ from the type of consideration selected and such difference may be significant. This may result in, among other things, tax consequences that differ from those that would have resulted if the VMware stockholder had received solely the form of consideration elected. A discussion of the proration mechanism can be found under the section titled “The Transactions—Merger Consideration” and a discussion of the material U.S. federal income tax consequences of the transactions can be found under the section titled “The Transactions—Material U.S. Federal Income Tax Consequences.”

The obligations of Broadcom and VMware to complete the transactions are subject to the satisfaction or waiver of a number of conditions, including, among others, the adoption of the merger agreement by VMware’s stockholders by the affirmative vote of at least a majority of the outstanding shares of VMware common stock, the expiration or termination of the waiting period under the HSR Act and the receipt of approvals or clearances required under the antitrust laws of the European Union and certain other jurisdictions. For a more complete summary of the required regulatory approvals and the closing conditions, see the sections titled “The Transactions—Regulatory Clearances and Approvals for the Transactions” and “The Merger Agreement—Conditions to the Transactions.”

Although Broadcom and VMware have agreed in the merger agreement to use their reasonable best efforts to complete the transactions as promptly as practicable, many of the closing conditions are not within Broadcom’s or VMware’s control, and neither company can predict when or if these conditions will be satisfied. If any of these conditions are not satisfied or waived prior to February 26, 2023, which deadline may be extended to November 26, 2023 under certain circumstances, it is possible that the merger agreement will be terminated. The failure to satisfy all of the required conditions could delay the completion of the transactions for a significant period of time or prevent it from occurring. Any delay in completing the transactions could cause Broadcom not to realize some or all of the benefits that it expects to achieve if the transactions are successfully completed within their expected timeframe. There can be no assurance that the closing conditions will be satisfied or waived or that the transactions will be completed. See the risk factor titled “—Failure to complete the transactions could negatively affect the stock price and the future business and financial results of VMware,” below.

In the event that the parties determine to waive any of the conditions to the closing of the transactions, such decision may have an adverse effect on Broadcom and VMware and their respective stockholders. For example, if Broadcom and VMware waive the condition that the shares of Broadcom common stock to be issued to VMware stockholders in the second merger must be approved for listing on The Nasdaq Global Select Market and close the transactions, the shares of Broadcom common stock issued to VMware stockholders at the closing would not be listed on a stock exchange until The Nasdaq Global Select Market has approved the listing application, and the ability of VMware stockholders to trade such shares would be adversely affected. By way of further example, if VMware waives the condition that there be no material adverse effect on Broadcom that has occurred and is continuing, the value of the consideration received by VMware stockholders could be materially diminished.

In addition, upon termination of the merger agreement under specified circumstances, including the termination by either party because certain required regulatory clearances either are not obtained before the outside date or are denied, Broadcom would be required to pay VMware a reverse termination fee of $1.5 billion. For additional information, see the section titled “The Merger Agreement—Termination Fee and Expenses.”

Before the transactions may be completed, any waiting period (or extension thereof) applicable to the transactions must have expired or been terminated, and any approvals, consents or clearances required in connection with the transactions must have been obtained, in each case, under the HSR Act and under the antitrust laws of the European Union and certain other jurisdictions. In addition, the transactions may be reviewed under antitrust statutes or foreign direct investment regimes of other governmental authorities, including U.S. state laws. In deciding whether to grant the required regulatory approval, consent or clearance, the relevant governmental entities will consider the effect of the transactions on competition within their relevant jurisdiction.

The terms and conditions of the approvals, consents and clearances that are granted may impose requirements, limitations or costs or place restrictions on the conduct of Broadcom’s business following the completion of the transactions. Under the merger agreement, Broadcom and VMware have agreed to use their reasonable best efforts to obtain such approvals, consents and clearances and therefore may be required to comply with conditions, terms, obligations or restrictions imposed by governmental authorities. There can be no assurance that such conditions, terms, obligations or restrictions will not have the effect of delaying completion of the transactions or imposing additional material costs on or materially limiting the revenues of Broadcom following the completion of the transactions. In addition, neither Broadcom nor VMware can provide assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the transactions. See the sections titled “The Transactions—Regulatory Clearances and Approvals Required for the Transactions” and “The Merger Agreement—Conditions to the Transactions.”

Under current U.S. federal income tax law, an acquisition of a corporation that was a distributing or controlled corporation in a spin-off intended to qualify as a tax-free transaction under Section 355 of the Code can render the spin-off taxable to the distributing corporation and, if applicable, its shareholders if such acquisition is deemed to occur pursuant to a “plan” that includes the spin-off or violates the “device” prohibition. The tax matters agreement (referred to as the tax matters agreement) entered into by Dell Technologies, Inc. (referred to as Dell), VMware and certain other parties in connection with VMware’s spin-off from Dell in 2021 (referred to as the VMware spin-off), governs VMware’s and Dell’s respective rights, responsibilities and obligations with respect to tax liabilities (including taxes, if any, resulting from a failure of the VMware spin-off to qualify as a tax-free transaction under Section 355 of the Code) and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings, cooperation with respect to the tax matters and other matters regarding taxes.

The tax matters agreement generally provides that VMware is responsible for any taxes imposed on Dell or any of its affiliates (or any of its shareholders that are required to be paid or reimbursed by Dell or any of its affiliates) resulting from a failure of the VMware spin-off to qualify as a tax-free transaction under Section 355 of the Code if such failure is attributable to acquisitions of VMware stock or assets, issuances of stock by VMware, changes in ownership of VMware stock and certain other specified actions or omissions by VMware, in each case, following the VMware spin-off. In addition, the tax matters agreement prohibits VMware from taking certain actions (including sales of substantially all of the assets of VMware, mergers involving VMware and certain acquisitions of VMware stock) during the two-year period following the VMware spin-off, unless VMware provides Dell with an opinion of counsel or Internal Revenue Service (referred to as the IRS) private letter ruling confirming that such action will not cause the VMware spin-off to fail to qualify as a tax-free transaction under Section 355 of the Code.

In connection with the execution of the merger agreement, VMware provided Dell with an opinion from Gibson Dunn, counsel to VMware, to the effect that the transactions will not result in the VMware spin-off failing to qualify as a tax-free transaction under Section 355 of the Code. Moreover, the merger agreement includes a representation by VMware to Broadcom that such opinion has not been revoked, substantively modified or withdrawn (unless an acceptable replacement opinion has been received), and Broadcom’s obligation to consummate the transactions is conditioned on such representation being true and correct in all respects as of

Regardless of whether the condition in the merger agreement relating to the accuracy of VMware’s representation regarding the opinion required by the tax matters agreement is satisfied or waived by Broadcom, if the VMware spin-off were determined to be taxable as a result of the transactions, Dell, its affiliates and, potentially, its stockholders would incur significant tax liabilities and, under the tax matters agreement, VMware (which, following the consummation of the transactions, will be a wholly-owned subsidiary of Broadcom) may be required to indemnify Dell and its affiliates for any such tax liabilities, which would be material.

When considering the recommendation of the VMware board of directors that VMware stockholders approve the merger agreement proposal, the merger-related compensation proposal and the charter amendment proposal, VMware stockholders should be aware that directors and executive officers of VMware have certain interests in the transactions and the charter amendment proposal that may be different from, or in addition to, the interests of VMware stockholders more generally. With respect to the merger agreement proposal and the merger-related compensation proposal, these interests generally include, among others, treatment of outstanding VMware equity awards in connection with the transactions and certain potential severance payments in connection with the transactions and a qualifying termination of employment upon or following the transactions. See the section titled “The Transactions— Interests of VMware’s Directors and Executive Officers in the Transactions” for a more detailed description of these interests. With respect to the charter amendment proposal, these interests include the protections afforded by the charter amendment with respect to the elimination of personal liability of VMware’s officers for monetary damages for breach of fiduciary duty as an officer, except to the extent such an exemption from liability or limitation thereof is not permitted by the DGCL. The VMware board of directors was aware of these interests and considered them, among other matters, in approving the charter amendment and in evaluating and negotiating the merger agreement, in reaching its decision to approve the merger agreement and the consummation of the transactions, and in recommending that VMware stockholders vote in favor of the merger agreement proposal.

The merger agreement contains provisions that make it more difficult for VMware to sell its business to a party other than Broadcom. These provisions include a general prohibition on VMware soliciting any company takeover proposal or offer for a competing transaction following the expiration of the go-shop period, which expired on July 5, 2022. In addition, upon termination of the merger agreement, VMware is required to pay Broadcom a termination fee of $1.5 billion if the merger agreement is terminated in certain circumstances including VMware entering into a definitive agreement with respect to a superior proposal, an adverse recommendation change or a willful breach in a material respect of VMware’s non-solicitation obligations under the merger agreement.

Although the go-shop provision was intended to provide VMware the ability to conduct a reasonable market check on the adequacy of the merger consideration payable to VMware stockholders pursuant to the merger agreement, it is possible that the go-shop provision, the no-shop provision or the other provisions of the merger agreement could discourage a potential acquiror that might have had an interest in acquiring all or a significant part of VMware from considering or proposing that acquisition, even if it were prepared to pay consideration with a higher

The merger agreement subjects VMware to restrictions on its business activities and obligates VMware to generally conduct its business in a commercially reasonable manner and in all material respects in the ordinary course of business consistent with past practice. These restrictions could have an adverse effect on VMware’s results of operations, cash flows and financial position.

Parties with which Broadcom and VMware, or their respective subsidiaries, do business may be uncertain as to the effects the transactions may have on them, including with respect to current or future business relationships with Broadcom, VMware or their respective subsidiaries. These relationships may be subject to disruption as customers, suppliers and other persons with whom Broadcom and VMware have a business relationship may delay or defer certain business decisions or might decide to terminate, change or renegotiate their relationships with Broadcom or VMware, as applicable, or consider entering into business relationships with parties other than Broadcom, VMware or their respective subsidiaries. These disruptions could have an adverse effect on the results of operations, cash flows and financial position of Broadcom or VMware, including an adverse effect on Broadcom’s ability to realize the expected synergies and other benefits of the transactions. The risk, and adverse effect, of any disruption could be exacerbated by a delay in completion of the transactions or termination of the merger agreement.

If the transactions are not completed for any reason, including as a result of VMware stockholders failing to approve the merger agreement proposal, the ongoing business of VMware may be adversely affected and, without realizing any of the benefits of having completed the transactions, VMware could be subject to a number of negative consequences, including the following:

Broadcom anticipates that the funds needed to complete the transactions will be derived from a combination of (i) available cash on hand and (ii) third-party debt financing. See “The Transactions—Financing of the Transactions” for additional information regarding the anticipated financing of the transactions. Broadcom’s ability to obtain any such new debt financing will depend on, among other factors, prevailing market conditions and other factors beyond Broadcom’s control. Broadcom cannot assure you that it will be able to obtain new debt financing on terms acceptable to it or at all, and any such failure could materially adversely affect its operations and financial condition. Broadcom’s obligation to complete the transactions is not conditioned upon the receipt of any financing.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what Broadcom’s actual financial condition or results of operations would have been had the transactions been completed on the dates indicated. The unaudited pro forma condensed combined financial information reflects adjustments, which are based upon assumptions, preliminary estimates and accounting reclassifications, to record the VMware identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The purchase price allocation reflected in this proxy statement/prospectus is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of VMware as of the date of the completion of the transactions. Accordingly, the final accounting adjustments as a result of the acquisition may differ materially from the pro forma adjustments reflected in this proxy statement/prospectus. For more information, see the section titled “Unaudited Pro Forma Condensed Combined Financial Information.”

The completion of the transactions may trigger change in control provisions in certain agreements to which VMware is a party. If VMware and Broadcom are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if VMware and Broadcom are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to VMware or Broadcom.

In connection with the transactions, litigation has been filed against VMware and its board of directors. Among other remedies, the plaintiffs in these lawsuits seek damages or to enjoin the transactions. The outcome of any litigation is uncertain and any such lawsuits could prevent or delay the completion of the transactions and result in substantial costs to Broadcom and VMware. Any such actions may create uncertainty relating to the

It is possible that additional litigation against VMware, its directors, Broadcom, Holdco, Merger Sub 1 and/or Broadcom Merger Subs may be filed in the future as securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements like the merger agreement. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Broadcom’s and VMware’s respective liquidity and financial condition.

Further, one of the conditions to the completion of the transactions is that no injunction or law by any governmental entity of competent jurisdiction will be in effect that has the effect of restraining, enjoining or otherwise prohibiting the consummation of the transactions. As such, if an injunction prohibiting the consummation of the transactions is obtained, that injunction may prevent the transactions from becoming effective or from becoming effective within the expected timeframe.

Although Broadcom expects significant benefits to result from the transactions, there can be no assurance that Broadcom will actually realize any of them, or realize them within the anticipated timeframe. Achieving these benefits will depend, in part, on Broadcom’s ability to integrate VMware’s business successfully and efficiently. The challenges involved with the transactions, which will be complex and time consuming, include the following:

If these issues and the other challenges inherent in integrating an acquired business are not successfully managed, then Broadcom may not achieve the anticipated benefits of the transactions on Broadcom’s anticipated timeframe or at all, and Broadcom’s revenue, expenses, operating results, financial condition and stock price could be materially adversely affected. The successful completion of the transactions will require significant management attention both before and after the transactions, and may divert the attention of management from Broadcom’s business and operational issues.

Based on the number of shares of VMware common stock outstanding as of September 12, 2022, and the number of shares of Broadcom common stock outstanding as of September 12, 2022, it is expected that, immediately after completion of the transactions, former VMware stockholders will own approximately 12.6% of the outstanding shares of Broadcom common stock. Consequently, former VMware stockholders will have less influence over the management and policies of Broadcom than they currently have over the management and policies of VMware.

As a result of the transactions, VMware stockholders will no longer be stockholders of VMware. Former VMware stockholders who receive stock consideration in the second merger will become Broadcom stockholders, and their rights as stockholders will be governed by the terms of Broadcom’s governing corporate documents. See the section titled “Comparison of Rights of Common Stockholders of Broadcom and VMware” for a discussion of the different rights associated with Broadcom common stock.

Broadcom and VMware will incur substantial expenses in connection with and as a result of completing the transactions. Following completion of the transactions, Broadcom expects to incur additional expenses in connection with the integration of VMware’s business. Broadcom may incur additional costs or suffer loss of business under third-party contracts that are terminated or that contain change in control or other provisions that may be triggered by the completion of the transactions, and/or losses of, or decreases in orders by, customers, and may also incur costs to maintain employee morale and to retain certain key management personnel and employees. Broadcom and VMware will also incur transaction fees and costs related to formulating integration plans, and the execution of these plans may lead to additional unanticipated costs and time delays. These incremental transaction-related costs may exceed the cost synergies Broadcom expects to achieve, particularly in the near term. Factors beyond Broadcom’s control could affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately. See “Failure to realize the benefits expected from the transactions could adversely affect the value of Broadcom’s common stock” for additional integration risks.

Broadcom and VMware are dependent on the experience and industry knowledge of their officers and other key employees to execute their business plans. Broadcom’s success after the transactions will depend in part upon its ability to retain key management personnel and other key employees of Broadcom and VMware. Current and prospective employees of Broadcom and VMware may be uncertain about their future roles with Broadcom following the transactions, which may materially adversely affect the ability of each of Broadcom and VMware to attract and retain key personnel during the pendency of the transactions. Accordingly, there can be no assurance that Broadcom will be able to retain key management personnel and other key employees of Broadcom and VMware.

Upon completion of the transactions, certain holders of VMware common stock will become holders of Broadcom common stock. Broadcom’s business differs in important respects from that of VMware, and accordingly, the market price of Broadcom common stock after the completion of the transactions may be affected by factors different from those currently affecting the independent results of operations of each of Broadcom and VMware. As a result, the market price of Broadcom common stock may fluctuate significantly following completion of the transactions and holders of VMware common stock could lose the value of their investment in Broadcom common stock. For a discussion of the businesses of Broadcom and VMware and of some important factors to consider in connection with those businesses, see the documents incorporated by reference into this proxy statement/prospectus and referred to under “Where You Can Find More Information.” In addition, if former VMware stockholders sell substantial amounts of Broadcom common stock in the public market following consummation of the transactions, this could decrease the market price of Broadcom common stock.

Broadcom’s aggregate indebtedness as of September 12, 2022 was approximately $41.2 billion (excluding finance leases). Broadcom’s pro forma indebtedness as of September 12, 2022, after giving effect to the transactions and the anticipated incurrence of indebtedness in connection therewith, will be as much as $82.5 billion (excluding finance leases).

Broadcom receives debt ratings from the major credit rating agencies in the U.S. Factors that may impact its credit ratings include debt levels, planned asset purchases or sales and near-term and long-term production growth opportunities. Liquidity, asset quality, cost structure, reserve mix and commodity pricing levels could also be considered by the rating agencies. While Broadcom is focused on maintaining investment grade ratings from these agencies, it may be unable to do so. Any downgrade in Broadcom’s credit rating or the ratings of its indebtedness, or adverse conditions in the debt capital markets, could:

Certain of the indebtedness to be incurred in connection with the transactions may bear interest at variable interest rates. If interest rates increase, variable rate debt will create higher debt service requirements, which could adversely affect Broadcom’s cash flows.

Broadcom’s and VMware’s businesses are and will be subject to the risks described above. In addition, Broadcom and VMware are, and will continue to be, subject to the risks described in Broadcom’s Annual Report for the fiscal year ended October 31, 2021 and VMware’s Annual Report on Form 10-K for the fiscal year ended January 28, 2022, as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this proxy statement/prospectus. The risks described above and in those filings represent all known material risks with respect to Broadcom’s and VMware’s businesses. See the section titled “Where You Can Find More Information” for the location of information incorporated by reference into this proxy statement/prospectus.

VMware, Inc., a Delaware corporation (referred to as VMware), is a leading provider of multi-cloud services for all apps, enabling digital innovation with enterprise control. VMware originally pioneered the development and application of virtualization technologies with x86 server-based computing, separating application software from the underlying hardware, and then evolved to become the private cloud and mobility management leader. VMware is focused on becoming a multi-cloud leader, aiming to help organizations take on information technology-related challenges through a multi-cloud strategy by providing the multi-cloud platform for all applications. VMware common stock trades on the New York Stock Exchange under the symbol “VMW.” The corporate headquarters of VMware are located at 3401 Hillview Avenue, Palo Alto, California 94304, and its telephone number is (650) 427-5000.

Verona Holdco, Inc., a Delaware corporation (referred to as Holdco), is a wholly owned subsidiary of VMware. Holdco was formed by VMware solely in contemplation of the transactions, has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in the merger agreement. The principal executive offices of Holdco are located at c/o VMware, Inc., 3401 Hillview Avenue, Palo Alto, California 94304, and its telephone number is (650) 427-5000.

Verona Merger Sub, Inc., a Delaware corporation (referred to as Merger Sub 1), is a wholly owned subsidiary of Holdco. Merger Sub 1 was formed by Holdco solely in contemplation of the transactions, has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in the merger agreement. The principal executive offices of Merger Sub 1 are located at c/o VMware, Inc., 3401 Hillview Avenue, Palo Alto, California 94304, and its telephone number is (650) 427-5000.

Broadcom Inc., a Delaware corporation (referred to as Broadcom), is a global technology leader that designs, develops and supplies a broad range of semiconductor and infrastructure software solutions. Broadcom’s category-leading product portfolio serves critical markets including data center, networking, enterprise software, broadband, wireless, storage and industrial. Broadcom’s solutions include data center networking and storage, enterprise, mainframe and cyber security software focused on automation, monitoring and security, smartphone components, telecoms and factory automation. Broadcom common stock trades on The Nasdaq Global Select Market under the symbol “AVGO.” The principal executive offices of Broadcom are located at 1320 Ridder Park Drive, San Jose, California 95131, and its telephone number is (408) 433-8000.

Barcelona Merger Sub 2, Inc., a Delaware corporation (referred to as Merger Sub 2), is a wholly owned subsidiary of Broadcom. Merger Sub 2 was formed by Broadcom solely in contemplation of the transactions, has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in the merger agreement. The principal executive offices of Merger Sub 2 are located at c/o Broadcom Inc., 1320 Ridder Park Drive, San Jose, California 95131, and its telephone number is (408) 433­8000.

Barcelona Merger Sub 3, Inc., a Delaware limited liability company (referred to as Merger Sub 3), is a wholly owned subsidiary of Broadcom. Merger Sub 3 was formed by Broadcom solely in contemplation of the transactions, has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in the merger agreement. The principal executive offices of Merger Sub 3 are located at c/o Broadcom Inc., 1320 Ridder Park Drive, San Jose, California 95131, and its telephone number is (408) 433-8000.

This proxy statement/prospectus is first being mailed on or about October 4, 2022 and constitutes notice of the special meeting in conformity with the requirements of the DGCL and the VMware bylaws.

This proxy statement/prospectus is being provided to VMware stockholders as part of a solicitation of proxies by the VMware board of directors for use at the special meeting of VMware stockholders and at any adjournments or postponements of such special meeting. This proxy statement/prospectus provides VMware stockholders with information about the special meeting and should be read carefully in its entirety.

The special meeting will be held on November 4, 2022, beginning at 8:30 a.m., Pacific time, unless postponed to a later date, via live audio webcast at www.virtualspecialmeeting.com (referred to as the special meeting). To virtually participate in the special meeting, visit www.virtualshareholdermeeting.com/VMW2022SM and enter the 16-digit control number provided on your proxy card or voting instruction card in order to participate in the special meeting.

The record date for the determination of stockholders entitled to notice of and to vote at the special meeting is September 30, 2022 (referred to as the record date).

The special meeting will be a completely virtual meeting of stockholders conducted via live audio webcast through the website described above under the heading “Date, Time and Place of the Special Meeting.” Only VMware stockholders who held shares of record as of the close of business on the record date are entitled to receive notice of and vote at the special meeting and any adjournment or postponement of the special meeting, as long as such shares remain outstanding on the date of the special meeting. VMware’s official stock ownership records will conclusively determine whether a stockholder is a “holder of record” as of the record date.

As of the record date, there were 424,475,071 shares of VMware common stock outstanding and owned by stockholders (i.e., excluding shares of VMware common stock held in treasury by VMware), held by 3,779 holders of record. Each share of VMware common stock is entitled to one vote on each matter considered at the special meeting.

Stockholders may request an appointment to inspect a complete list of stockholders entitled to vote at the special meeting for any purpose germane to the special meeting at VMware’s headquarters located at 3401 Hillview Avenue, Palo Alto, California, during ordinary business hours within ten days prior to the special meeting by sending an email request to IR@vmware.com.

As of the record date, VMware directors and executive officers, as a group, owned and were entitled to vote 169,663,338 shares of VMware common stock, or approximately 40.0% of the outstanding shares of VMware common stock. VMware currently expects that these directors and executive officers will vote their shares in favor of the merger agreement proposal and each of the other proposals described in this proxy statement/prospectus, although none of the directors and executive officers are obligated to do so, other than Michael S. Dell with respect to the merger agreement proposal and the adjournment proposal.

Mr. Dell is the current chairman and a member of the VMware board of directors. Further, Egon Durban, a member of the VMware board of directors, is the Co-Chief Executive Officer and Managing Partner of Silver Lake. As noted above, pursuant to the voting agreements, each of the MSD stockholders and the SL stockholders have agreed to vote all of the shares of VMware common stock held by them (representing in the aggregate approximately 49.8% of the total outstanding shares of VMware common stock as of the record date) in favor of the merger agreement proposal. See the section titled “The Voting Agreements.”

In order to conduct any business at the special meeting, a quorum must be present virtually or represented by proxy. Holders of shares representing at least a majority of the total outstanding shares of VMware common stock on the record date entitled to vote at the special meeting, represented virtually or by proxy, constitute a quorum. Stockholders choosing to abstain from voting will be treated as present for purposes of determining whether a quorum is present, but will not be counted as votes cast “FOR” any matter.

Banks, brokerage firms and other nominees who hold shares in “street name” for the accounts of their clients may vote such shares either as directed by their clients or in their own discretion on “routine” matters. When a broker does not receive instructions from a beneficial owner on how to vote shares with respect to a “non-routine” matter, a broker “non-vote” occurs. Broker “non-votes” will be treated as present for purposes of determining whether a quorum is present, but will not be counted as votes cast “FOR” any matter.

Your shares will be counted for purposes of determining if there is a quorum, whether representing votes for, against or abstained, if you (1) participate in the special meeting, or (2) have voted via the Internet, by telephone or by properly submitting a proxy card or voting instruction card by mail.

As noted above, pursuant to the voting agreements, each of the MSD stockholders and the SL stockholders have agreed to vote all of the shares of VMware common stock held by them (representing in the aggregate approximately 49.8% of the total outstanding shares of VMware common stock as of the record date) in favor of the merger agreement proposal. See the section titled “The Voting Agreements.”

VMware stockholders of record may vote their shares of VMware common stock or submit a proxy to have their shares of VMware common stock voted at the special meeting in one of the following ways:

Whether or not you plan to participate in the special meeting, VMware urges you to submit your proxy by completing and returning the proxy card as promptly as possible, or by submitting your proxy by telephone or via the Internet, prior to the special meeting to ensure that your shares of VMware common stock will be represented and voted at the special meeting if you are unable to participate.

The VMware board of directors has appointed certain persons as proxy holders to vote proxies in accordance with the instructions of VMware stockholders. If you are a stockholder of record and you authorize

If, as of the record date, your shares were registered directly in your name with our transfer agent, American Stock Transfer and Trust Company, LLC, you are considered the stockholder of record with respect to those shares, and the proxy notice was sent directly to you by VMware. If, as of the record date, your shares were held in an account at a bank, brokerage firm or other similar organization, then you are the beneficial owner of shares held in “street name,” and the proxy notice was forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the special meeting. As a beneficial owner, you must direct your bank, brokerage firm or other nominee on how to vote the shares of VMware common stock held in your account and you will receive instructions from your bank, brokerage firm or other nominee describing how to vote your shares of VMware common stock. The availability of Internet or telephonic voting will depend on the nominee’s voting process. Please check with your bank, brokerage firm or other nominee and follow the voting procedures your bank, brokerage firm or other nominee provides.

If you are a beneficial owner and do not provide your bank, brokerage firm or other nominee instructions on how to vote your shares of VMware common stock with respect to “non-routine” matters, a broker “non-vote” occurs with respect to those matters. Under applicable stock exchange rules, the organization that holds your shares of VMware common stock (i.e., your bank, brokerage firm or other nominee) may generally vote on routine matters at its discretion but cannot vote your shares on “non-routine” matters without your instructions. If you are a beneficial owner and the organization that holds your shares of VMware common stock does not receive instructions from you on how to vote your shares of VMware common stock on a non-routine matter, the organization that holds your shares of VMware common stock will inform the inspector of elections that it does not have the authority to vote your shares on such matters. The merger agreement proposal, the merger-related compensation proposal, the adjournment proposal and the charter amendment proposal will be considered “non-routine.” Accordingly, if you are a beneficial owner and do not provide your bank, brokerage firm or other nominee instructions on how to vote your shares of VMware common stock, your bank, brokerage firm or other nominee generally will not be permitted to vote your shares on any of the proposals. If you are a beneficial holder, VMware strongly encourages you to provide voting instructions to your bank, brokerage firm or other nominee so that your vote will be counted on all matters.

If you are a beneficial owner, you are invited to participate in the special meeting; however, you may not vote your shares at the special meeting unless you obtain a legal proxy from your bank, brokerage firm or other nominee that holds your shares, giving you the right to vote the shares at the special meeting.

VMware stockholders of record may revoke their proxies at any time prior to the voting at the special meeting in any of the following ways:

VMware beneficial owners may change their voting instruction only by following the directions received from their bank, brokerage firm or other nominee for changing their voting instructions.

VMware will pay for the proxy solicitation costs related to the special meeting. In addition to sending and making available these materials, some of VMware’s directors, officers and employees may solicit proxies in person by contacting VMware stockholders by telephone or over the Internet. VMware stockholders may also be solicited by press releases issued by VMware, postings on VMware’s websites and advertisements in periodicals. None of VMware’s directors, officers or employees will receive additional compensation for their solicitation services. VMware has engaged D.F. King to assist in the solicitation of proxies for the special meeting. VMware estimates that it will pay D.F. King a fee of approximately $17,500, plus reasonable out-of-pocket expenses. Certain banking institutions, brokerage firms, custodians, trustees, nominees and fiduciaries who hold shares for the benefit of another party may solicit proxies for VMware. If so, they will mail proxy information to, or otherwise communicate with, the beneficial owners of shares of VMware common stock held by them. VMware will also reimburse banks, brokerage firms, custodians, trustees, nominees and fiduciaries for their expenses incurred in sending proxies and proxy materials to beneficial owners of VMware common stock.

The special meeting may be adjourned by the chairman of the meeting or the holders of shares representing at least a majority of the votes entitled to be cast by VMware stockholders present virtually or represented by proxy, if sufficient votes are cast in favor of the adjournment proposal, whether or not there is a quorum.

Notice need not be given of any adjourned meeting if the time and place, if any, thereof and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken unless the adjournment is for more than 30 days, in which case a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting. If, after any adjournment, a new record date for the stockholders entitled to vote is fixed for any adjourned meeting, notice of the place, if any, date, and time of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present and vote at such adjourned meeting must be given to each stockholder of record entitled to vote at the meeting.

You may contact VMware’s proxy solicitor, D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, New York 10005, with any questions about the special meeting, the transactions, the proposals or this proxy statement/prospectus, if you would like additional copies of the proxy statement/prospectus, if you need to obtain proxy cards or other information related to the proxy solicitation or if you need help submitting a proxy or voting your shares of VMware common stock. Stockholders may call toll-free at (800) 628-8532, and banks and brokers may call collect at (212) 269-5550.

As discussed throughout this proxy statement/prospectus, VMware is asking its stockholders to approve the merger agreement proposal. Pursuant to the merger agreement, (i) Merger Sub 1 will merge with and into VMware, with VMware surviving the first merger and becoming a wholly owned subsidiary of Holdco, (ii) following the effective time of the first merger, VMware, the surviving company of the first merger, will be converted into a Delaware limited liability company, (iii) following the effective time of the LLC conversion, Merger Sub 2 will merge with and into Holdco, with Holdco surviving the second merger and becoming a wholly owned subsidiary of Broadcom and (iv) following the effective time of the second merger, Holdco, the surviving company of the second merger, will merge with and into Merger Sub 3, with Merger Sub 3 surviving the third merger as a wholly owned subsidiary of Broadcom. The merger agreement proposal that VMware is asking its stockholders to approve is the adoption of the merger agreement and approval of the first merger and the second merger. If the transactions are completed, VMware will cease to be publicly traded and VMware common stock will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.

As described in further detail in the sections titled “Questions and Answers,” “Summary,” “The Transactions” and “The Merger Agreement,” the VMware board of directors has unanimously approved the merger agreement and the transactions. For a discussion of certain factors considered by the VMware board of directors in determining to approve the merger agreement and recommend that VMware stockholders vote for the merger agreement proposal, see the section titled “The Transactions—VMware’s Reasons for the Transactions; Recommendation of the VMware Board of Directors.” A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus. You are urged to read the merger agreement carefully and in its entirety.

The transactions are subject to the satisfaction of the conditions set forth in the merger agreement, including approval of the merger agreement proposal by the stockholders of VMware at the special meeting. Accordingly, the approval of the merger agreement proposal by VMware stockholders is a condition to the obligations of Broadcom and VMware to complete the transactions.

The affirmative vote, virtually or by proxy, of the holders of at least a majority of the outstanding shares of VMware common stock entitled to vote on the merger agreement proposal is required to approve the merger agreement proposal.

VMware is providing its stockholders with the opportunity to cast a vote, on an advisory (non-binding) basis, to approve the compensation payments that may be paid or become payable by VMware to its named executive officers, as determined in accordance with Item 402(t) of Regulation S-K, in connection with the transactions as disclosed in the section titled “Quantification of Potential Payments and Benefits to VMware’s Named Executive Officers in Connection with the Transactions,” including the table titled “Golden Parachute Compensation” and the accompanying footnotes, and the related narrative disclosure under the section titled “The Transactions—Interests of VMware’s Directors and Executive Officers in the Transactions” (referred to as the “golden parachute” compensation), as required by Section 14A of the Exchange Act.

Through this proposal, VMware is asking its stockholders to indicate their approval, on an advisory (non-binding) basis, of the compensation that VMware’s named executive officers will or may be eligible to receive in connection with the transactions as described in the sections of this proxy statement/prospectus referred to above.

You should carefully review the golden parachute compensation information disclosed in the sections of this proxy statement/prospectus referred to above. The VMware board of directors unanimously recommends that VMware stockholders approve the following resolution:

RESOLVED, that the stockholders of VMware approve, solely on an advisory, non-binding basis, the golden parachute compensation that will or may be paid or become payable to VMware’s named executive officers in connection with the transactions, as disclosed pursuant to Item 402(t) of Regulation S-K in the section titled “Quantification of Potential Payments and Benefits to VMware’s Named Executive Officers in Connection with the Transactions,” including the table titled “Golden Parachute Compensation” and the accompanying footnotes, and the related narrative disclosure under the section titled “The Transactions—Interests of VMware’s Directors and Executive Officers in the Transactions.”

The vote on the merger-related compensation proposal is a vote separate and apart from the vote on the merger agreement proposal. Accordingly, you may vote to approve the merger agreement proposal and vote not to approve the merger-related compensation proposal and vice versa. Because the vote on the merger-related compensation proposal is advisory only, it will not be binding on either VMware or Broadcom. Accordingly, if the merger agreement proposal is approved and the transactions are completed, the compensation payments that are contractually required to be paid by VMware to its named executive officers will or may be paid or become payable, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of VMware stockholders on the merger-related compensation proposal.

The affirmative vote of holders of at least a majority of the shares of VMware common stock represented at the special meeting, virtually or by proxy, and entitled to vote on the merger-related compensation proposal at the special meeting is required to approve, on an advisory (non-binding) basis, the merger-related compensation proposal.

VMware stockholders are being asked to approve the adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the merger agreement proposal at the time of the special meeting.

If you sign and return a proxy and do not indicate how you wish to vote on any proposal, or if you indicate that you wish to vote in favor of the merger agreement proposal but do not indicate a choice on the adjournment proposal, your shares of VMware common stock will be voted in favor of the adjournment proposal. If you indicate, however, that you wish to vote against the merger agreement proposal, your shares of VMware common stock will only be voted in favor of the adjournment proposal if you indicate that you wish to vote in favor of the adjournment proposal. If the special meeting is so adjourned, VMware stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use.

The affirmative vote of holders of at least a majority of the shares of VMware common stock represented at the special meeting, virtually or by proxy, and entitled to vote on the adjournment proposal at the special meeting is required to approve the adjournment proposal.

VMware is asking its stockholders to approve the charter amendment, which eliminates the personal liability of VMware’s officers for monetary damages for breach of fiduciary duty as an officer, except to the extent such an exemption from liability or limitation thereof is not permitted by the DGCL.

In accordance with Section 102(b)(7) of the DGCL, VMware’s certificate of incorporation currently contains a provision eliminating the personal liability of VMware’s directors for monetary damages for breach of fiduciary duty as a director, except to the extent such an exemption from liability or limitation thereof is not permitted by the DGCL. Pursuant to a recent amendment to Section 102(b)(7) of the DGCL that became effective on August 1, 2022, a Delaware corporation is now permitted to similarly eliminate or limit such personal liability of its officers. The effect of the charter amendment is to limit the ability of VMware’s stockholders to seek monetary damages directly against VMware’s officers. However, this provision does not limit VMware’s rights or the rights of any VMware stockholder to seek monetary damages against an officer for a breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, transactions in which an officer derives an improper personal benefit, or any actions brought by VMware directly against the officer or by any of VMware’s stockholders through a derivative suit on VMware’s behalf. If the charter amendment is adopted, VMware’s officers that would be subject to this provision include its chief executive officer, president, chief operating officer, chief financial officer, chief legal officer, chief accounting officer, its most highly compensated executive officers as identified in its SEC filings and certain other officers who have consented (or are deemed to have consented) to service by the delivery of process to VMware’s registered agent in accordance with Delaware law. If the charter amendment is adopted, it will not eliminate or limit the liability of an officer for any act or omission occurring prior to the date on which it becomes effective.

When considering the recommendation of the VMware board of directors that VMware stockholders approve the charter amendment proposal, VMware stockholders should be aware that directors and executive officers of VMware have certain interests in the charter amendment proposal that may be different from, or in addition to, the interests of VMware stockholders more generally. Specifically, Raghu Raghuram, a member of VMware’s board of directors and the chief executive officer of VMware, as well as certain other officers of VMware, will receive the liability exculpation protections afforded by the charter amendment if it is adopted by VMware’s stockholders. The VMware board of directors was aware of these interests and considered them, among other matters, in reaching its decision to approve the charter amendment.

The VMware board of directors has approved, adopted, authorized and declared advisable the charter amendment proposal. The foregoing description of the charter amendment proposal should be read in connection with the full text of the charter amendment, which is set forth in the proposed Amended and Restated Certificate of Incorporation of VMware (with additions shown as underlined and deletions shown as struck through), which is attached as Annex G to this proxy statement/prospectus. You are urged to read the charter amendment carefully and in its entirety.

The vote on the charter amendment proposal is a vote separate and apart from the vote on the merger agreement proposal. Accordingly, you may vote to approve the merger agreement proposal and vote not to approve the charter amendment proposal and vice versa.

The affirmative vote, virtually or by proxy, of the holders of at least 67% of the outstanding shares of VMware common stock entitled to vote on the charter amendment proposal is required to approve and adopt the charter amendment proposal. If the charter amendment proposal is approved and adopted by the VMware stockholders at the special meeting, VMware intends to file the proposed Amended and Restated Certificate of Incorporation attached to this proxy statement/prospectus as Annex G with the Secretary of State of the State of Delaware promptly following the conclusion of the special meeting.

Broadcom and VMware, among others, have entered into the merger agreement, pursuant to which, through a series of transactions, VMware will become a wholly owned subsidiary of Broadcom.

Upon satisfaction or waiver of the closing conditions, Merger Sub 1 will merge with and into VMware (referred to as the first merger). VMware will be the surviving company in the first merger and become a wholly owned subsidiary of Holdco. At the effective time of the first merger, each share of VMware common stock issued and outstanding immediately prior to the effective time of the first merger will be converted into one share of common stock of Holdco, and each outstanding VMware equity award will be converted into a Holdco award that relates to a number of shares of Holdco common stock that is equal to the number of shares of VMware common stock that were subject to such award prior to such conversion. All terms and conditions applicable to each such VMware security (including any VMware equity awards) immediately prior to the effective time of the first merger will, except as described in the immediately preceding sentence, remain in effect immediately after the effective time of the first merger. After the consummation of the first merger, all references in this proxy statement/prospectus to VMware, including VMware common stock, VMware stock options, VMware restricted stock unit awards, VMware equity awards and other securities of VMware will be deemed, where applicable, to be references to Holdco and the same securities of Holdco, and all references to VMware stockholders will be deemed to be references to common stockholders of Holdco. Immediately after the consummation of the first merger, VMware will be converted into a Delaware limited liability company (referred to as the LLC conversion) and will remain a wholly owned subsidiary of Holdco.

Following completion of the first merger and LLC conversion, Merger Sub 2 will, on the closing date, merge with and into Holdco (referred to as the second merger). Holdco will be the surviving company in the second merger and will become a wholly owned subsidiary of Broadcom.

Following completion of the second merger, Holdco will, on the closing date, merge with and into Merger Sub 3 (referred to as the third merger). Merger Sub 3 will be the surviving limited liability company in the third merger and will be a wholly owned subsidiary of Broadcom.

In this proxy statement/prospectus, we refer to the first merger, the second merger, the third merger and the LLC conversion collectively as the transactions.

The parties chose the structure described and depicted above to enable the transactions to qualify for the Intended Tax Treatment, and to preserve VMware as a corporate entity in Broadcom’s corporate structure following the closing of the transactions.

Upon completion of the second merger, each issued and outstanding share of VMware common stock (other than (i) cancelled shares, (ii) dissenting shares and (iii) excluded shares) will be converted into the right to receive, at the election of the holder of such share and subject to proration, $142.50 in cash, without interest, or 0.25200 of a share of Broadcom common stock. VMware stockholder may elect a different form of consideration for each share such VMware stockholder owns. VMware stockholders may elect to receive (i) solely the cash consideration, (ii) solely the stock consideration or (iii) if VMware stockholders own more than one share, a combination of the cash consideration for a selected number of shares and the stock consideration for the remaining number of shares. No fractional shares of Broadcom common stock will be issued in the second merger, and holders of VMware common stock will instead receive cash in lieu of fractional shares of Broadcom common stock.

The merger consideration is subject to proration so that 50% of VMware common stock issued and outstanding immediately prior to the effective time of the second merger will be converted into cash consideration and 50% will be converted into stock consideration, based on an exchange ratio of 0.25200 of a share of Broadcom common stock. For example, if you elect to receive solely the cash consideration or solely the stock consideration, and all other VMware stockholders make the same election, the consideration you receive will vary to the maximum extent possible compared to your original election. In such instance, you would receive the cash consideration in exchange for 50% of your shares of VMware common stock and the stock consideration in exchange for 50% of your shares of VMware common stock. The following examples illustrate the proration mechanism in the case of an oversubscription of either the cash consideration or the stock consideration (both if you elect solely the oversubscribed form of merger consideration and if you elect a combination of the cash consideration and the stock consideration). Note that for illustrative purposes, the following examples do not round shares to the nearest whole number.

Based on the number of shares of VMware common stock outstanding as of September 12, 2022, plus shares of VMware common stock that may be delivered pursuant to unvested equity awards and equity awards that may be issued through the completion of the second merger, Broadcom would issue up to approximately 58,548,216 shares of Broadcom common stock to VMware stockholders pursuant to the second merger. The actual number of shares of Broadcom common stock to be issued pursuant to the second merger will be

On September 30, 2022 (the most recent practicable date prior to the date of this proxy statement/prospectus), the closing stock price per share of Broadcom common stock was $444.01, which, after giving effect to the exchange ratio of 0.25200, has an implied value of approximately $111.89 per share. Based on this price, with respect to the stock consideration and the cash consideration of $142.50 per share, upon completion of the transactions, VMware stockholders that receive the cash consideration for 50% of their shares of VMware common stock and receive the stock consideration for 50% of their shares of VMware common stock would receive total merger consideration with an implied value of approximately $127.20 per share.

The implied value of the stock consideration will fluctuate, however, as the market price of Broadcom common stock fluctuates because the stock consideration is payable in a fixed number of shares of Broadcom common stock. As a result, the value of the stock consideration that VMware stockholders will receive upon completion of the second merger could be greater than, less than or the same as the value of the stock consideration on the date of this proxy statement/prospectus, at the time of the VMware special meeting or on the date on which VMware stockholders make their election. Accordingly, VMware and Broadcom encourage you to obtain current stock price quotations for Broadcom common stock and VMware common stock before deciding how to vote with respect to approval of the merger agreement proposal.

VMware’s senior management and the VMware board of directors regularly review VMware’s performance, strategy, competitive position, opportunities and prospects in light of current business and economic environments and developments in the software industry and the opportunities and challenges facing participants in the industry. These reviews have included consideration by VMware’s senior management and the VMware board of directors of potential strategic alternatives, including acquisitions, business combinations and other strategic transactions. However, VMware’s recent focus, both before and after the VMware spin-off on November 1, 2021, had been on executing its standalone plan.

On April 26, 2022, the assistant to Hock E. Tan, the President and Chief Executive Officer of Broadcom, contacted the assistant to Michael S. Dell, the Chairman of the VMware board of directors and a large VMware stockholder, to request a meeting between Mr. Tan and Mr. Dell. The topic of the meeting was not specified. Mr. Tan’s and Mr. Dell’s assistants scheduled the meeting for May 6, 2022. At the May 6 meeting, Mr. Tan told Mr. Dell that Broadcom would be interested in a potential combination with VMware on a friendly basis. Mr. Tan and Mr. Dell discussed Broadcom’s strategic rationale with respect to such a transaction, but did not discuss the price or any other terms of a potential transaction. Mr. Dell suggested that Mr. Tan also have a discussion with Egon Durban, a member of the VMware board of directors and the Co-Chief Executive Officer of Silver Lake, another large stockholder of VMware, to discuss a potential transaction. Silver Lake was formerly an investor in Broadcom until 2019. Following the meeting, Mr. Dell contacted Paul Sagan, the lead independent director of the VMware board of directors, as well as Mr. Durban, and informed them each of the discussion with Mr. Tan. Additionally, on May 6, 2022, following the meeting with Mr. Dell, Mr. Tan placed a telephone call to Mr. Durban to arrange a subsequent conversation regarding a potential transaction. On May 7, 2022, Mr. Tan and Mr. Durban discussed a potential transaction by telephone and, on May 12, 2022, Mr. Tan met with Mr. Durban, along with executives of Silver Lake and Broadcom, to discuss a potential transaction.

On May 13, 2022, Broadcom delivered an unsolicited confidential proposal letter (referred to as the May 13 Letter) to Messrs. Dell, Durban and Sagan, proposing the acquisition of VMware by Broadcom in a cash and stock transaction. The May 13 Letter was addressed to the VMware board of directors, and was promptly made available to the entire VMware board of directors. The May 13 Letter noted that Broadcom was prepared to offer VMware stockholders $142.50 per share of VMware common stock, in the form of either $142.50 in cash or 0.2422 shares of Broadcom common stock, at the election of each VMware stockholder and subject to proration so that the total transaction consideration would be 50% cash and 50% stock. The May 13 Letter also noted that the proposed transaction would not be subject to Broadcom stockholder approval nor a financing condition and would be funded through a combination of cash on hand and committed debt financing. The May 13 Letter also

On May 15, 2022, the VMware board of directors met with representatives of VMware management, as well as representatives of J.P. Morgan, Goldman Sachs and Gibson Dunn. During the meeting, the VMware board of directors reviewed the terms of the May 13 Letter with VMware management and its advisors. The VMware board of directors discussed its fiduciary duties in connection with the review of an unsolicited proposal and the fiduciary duties that may apply to the transaction proposed in the May 13 Letter. Representatives of J.P. Morgan and Goldman Sachs also made a presentation regarding the proposal in the May 13 Letter from a financial perspective based upon publicly available market information. After discussion, the VMware board of directors determined to continue discussions with Broadcom. In addition, the VMware board of directors established a committee comprised of Mr. Dell, Mr. Durban, Karen E. Dykstra, a member of the VMware board of directors, and Mr. Sagan (referred to as the VMware transaction committee) for administrative efficiency purposes, with authority to, among other things, review, evaluate, consider, investigate, discuss, negotiate and determine the advisability of any potential strategic alternatives available to VMware, including a potential business combination with Broadcom. The VMware transaction committee was also authorized to recommend to the full VMware board of directors what action or actions should be taken with respect to a potential transaction, which could include a recommendation that the full VMware board of directors reject the proposal from Broadcom. It was noted that the full VMware board of directors retained authority with respect to approval of any proposed transaction. It was also understood that the VMware board of directors would continue to have an active role in the consideration of strategic transactions and that each director would be invited to all meetings of the VMware transaction committee. The VMware board of directors did not provide for the payment of any compensation to the members of the VMware transaction committee in consideration of their service on the committee (other than, for Ms. Dykstra and Mr. Sagan, their ordinary-course compensation as members of the VMware board of directors).

Later on May 15, 2022, at the direction of the VMware board of directors, Mr. Durban spoke with Tom Krause, President of Broadcom Software Group, to coordinate due diligence meetings for the upcoming week and to discuss the process for preparing the initial draft of the merger agreement.

Also on May 15, 2022, representatives of Gibson Dunn delivered a revised draft of the non-disclosure agreement to Wachtell, Lipton, Rosen & Katz, legal counsel to Broadcom (referred to as Wachtell Lipton).

On May 16, 2022, the VMware transaction committee met with other members of the VMware board of directors and representatives of VMware management, J.P. Morgan, Goldman Sachs, Gibson Dunn and Silver Lake. Mr. Durban provided an update on his discussion with Mr. Krause, and the VMware transaction committee discussed the upcoming due diligence meetings with Broadcom, including regarding VMware’s reverse due diligence on Broadcom in light of the stock component of the proposed consideration.

On May 16, 2022, following the meeting of the VMware transaction committee, VMware and Broadcom executed the non-disclosure agreement, which contained a customary mutual standstill provision.

Later on May 16, 2022, representatives of VMware and Broadcom commenced due diligence, which included in-person meetings between the parties and their respective representatives at Silver Lake’s offices.

Additionally, on May 17, 2022, VMware provided Broadcom access to a virtual data room.

Also on May 17, 2022, J.P. Morgan provided the VMware board of directors with customary relationship disclosures regarding J.P. Morgan’s relationships with VMware, Broadcom and Silver Lake.

On May 19, 2022, representatives of Wachtell Lipton delivered an initial draft of the merger agreement to representatives of Gibson Dunn.

Also on May 19, 2022, and again on May 20, 2022, representatives of VMware and Broadcom held meetings in which representatives of VMware conducted due diligence on Broadcom.

Later on May 19, 2022, the VMware board of directors met with representatives of VMware management, J.P. Morgan, Goldman Sachs, Gibson Dunn and Silver Lake. The VMware board of directors received an update regarding Broadcom’s due diligence investigation of VMware and the reverse due diligence being performed on Broadcom. Representatives of J.P. Morgan and Goldman Sachs also discussed certain preliminary financial metrics regarding Broadcom’s offer, past synergies achieved by Broadcom in connection with their past acquisitions and a benchmarking analysis of termination fees in similar transactions in the industry, as well as updates based on recent stock price performance of VMware and Broadcom since the May 13 Letter. Representatives of Gibson Dunn also discussed with the VMware board of directors a summary of the draft merger agreement and certain points for negotiation therein, including, among other things, (i) the cap on the amount of stock consideration to be issued by Broadcom to VMware stockholders in the proposed transaction, (ii) the length of the go-shop period, (iii) the termination fees that would be paid during the go-shop period and afterward if VMware were to terminate the merger agreement to accept a superior proposal, (iv) the regulatory construct, including the obligations on Broadcom to seek regulatory approvals and the limitations on such obligations, (v) the potential inclusion of a reverse termination fee to be payable by Broadcom due to a failure to obtain regulatory approvals and (vi) VMware’s and Broadcom’s representations, warranties and interim operating covenants and other terms. Following discussion of the draft merger agreement, the VMware board of directors discussed and then approved a waiver under Section 203 of the DGCL regarding potential voting agreements to be entered into by each of the MSD stockholders and the SL stockholders with Broadcom.

Also on May 19, 2022, Goldman Sachs provided the VMware board of directors with customary relationship disclosures regarding Goldman Sachs’ relationships with VMware, Broadcom and MSD Capital L.P. and Silver Lake and their respective affiliates.

On May 20, 2022, the VMware transaction committee met with other members of the VMware board of directors and representatives of VMware management, J.P. Morgan, Goldman Sachs, Gibson Dunn and Silver Lake to further discuss the draft merger agreement and points for negotiation therein.

Later on May 20, 2022, representatives of Wachtell Lipton delivered to representatives of Gibson Dunn a draft voting agreement to be entered into by each of the MSD stockholders and SL stockholders with Broadcom. Representatives of Gibson Dunn then shared the draft with counsel to Mr. Dell and Silver Lake.

Also on May 20, 2022, a representative of VMware management provided to representatives of Goldman Sachs and J.P. Morgan financial forecasts of VMware’s long-term financial performance as extended through fiscal year 2027 (referred to as the VMware management financial projections and more fully described in the section titled “—Certain Financial Projections Utilized by the VMware Board of Directors and VMware’s Financial Advisors”) for purposes of performing their preliminary financial analyses.

On May 21, 2022, the VMware board of directors met with representatives of VMware management, J.P. Morgan, Goldman Sachs, Gibson Dunn and Silver Lake. At this meeting, the VMware board of directors was provided with financial information relating to VMware and Broadcom, including a discussion of the VMware fiscal first quarter earnings report which would report revenue of approximately $3.088 billion as compared to Wall Street consensus estimates of $3.186 billion, earnings before interest and taxes of $771 million as compared to Wall Street consensus estimates of $861 million and earnings per share of $1.28 as compared to Wall Street consensus estimates of $1.56 and the Broadcom fiscal second quarter earnings report which would report revenue

Later on May 21, 2022, Mr. Durban and Mr. Tan met to discuss the counterproposal. During the meeting, Mr. Tan communicated that $142.50 was Broadcom’s best and final price and that Broadcom was unwilling to increase the maximum amount of stock consideration to be issued by Broadcom to VMware stockholders in the proposed transaction; however, Mr. Tan indicated Broadcom would increase the exchange ratio from 0.2422 to 0.2520. Mr. Durban and Mr. Tan also discussed VMware employee matters, including, among other things, change of control and severance protections and a cash retention program to retain key VMware employees.

Later on May 21, 2022, representatives of Gibson Dunn transmitted a revised draft of the merger agreement to Wachtell Lipton, and representatives of Simpson Thacher & Bartlett LLP (referred to as Simpson Thacher), counsel to Silver Lake, also delivered revised drafts of the voting agreements to Wachtell Lipton.

On May 22, 2022, the VMware transaction committee met with other members of the VMware board of directors and representatives of VMware management, J.P. Morgan, Goldman Sachs, Gibson Dunn and Silver Lake to discuss Mr. Durban’s meeting with Mr. Tan. Mr. Dell was unable to attend the meeting of the VMware transaction committee and Mr. Durban noted that the Chief Executive Officer of a large publicly traded corporation (referred to as Party A) had reached out to Mr. Dell to have a discussion, without specifying the topic, while both were in Davos, Switzerland for the World Economic Forum meetings.

Later on May 22, 2022, Bloomberg published an article reporting that Broadcom was in talks to acquire VMware.

On May 23, 2022, Mr. Dell met with the Chief Executive Officer of Party A. During the meeting, the Chief Executive Officer of Party A asked Mr. Dell if Mr. Dell could comment on the rumors that VMware was in discussions regarding a potential transaction, to which Mr. Dell said he had no comment. The Chief Executive Officer of Party A did not make any offer or proposal regarding a potential strategic combination between Party A and VMware.

Also on May 23, 2022, representatives of Wachtell Lipton transmitted a revised draft of the merger agreement to representatives of Gibson Dunn. Between May 23, 2022 and May 26, 2022, representatives of Broadcom, VMware, Silver Lake, Wachtell Lipton, Gibson Dunn and Simpson Thacher exchanged drafts of, and had multiple conference calls to discuss and resolve the open items in, the draft merger agreement, draft voting agreements and related documentation. A separate team at Wachtell Lipton representing Mr. Dell, with the consent of the parties, was included in discussions with respect to Mr. Dell’s voting agreement. Between May 18,

Later on May 23, 2022, the VMware board of directors met with representatives of VMware management, J.P. Morgan, Goldman Sachs, Gibson Dunn and Silver Lake. Representatives of J.P. Morgan and Goldman Sachs reviewed with the VMware board of directors their respective preliminary financial analyses of VMware and representatives of J.P. Morgan also reviewed preliminary financial analyses of Broadcom. Representatives of J.P. Morgan and Goldman Sachs also discussed the market reaction to the news reports regarding the potential acquisition of VMware by Broadcom, including market speculation regarding other potential suitors for VMware. Representatives of Gibson Dunn also reviewed the open issues in the revised draft merger agreement from Wachtell Lipton, including, among other things, (i) the deletion of the reverse termination fee payable by Broadcom in connection with regulatory review, (ii) a more limited divestiture obligation on Broadcom in connection with obtaining regulatory approvals providing that no divestiture would be required if such divestiture was with respect to assets, products or businesses of Broadcom not included in the Broadcom Software Group and (iii) the increased termination fee payable by VMware during the 40-day go-shop period of $900 million, with a termination fee payable by VMware of $1.8 billion thereafter in connection with any termination for a superior proposal.

On May 24, 2022, the VMware board of directors met with representatives of VMware management, J.P. Morgan, Goldman Sachs, Gibson Dunn, Silver Lake and Axinn, Veltrop & Harkrider LLP (referred to as Axinn), co-counsel to VMware regarding regulatory matters. Representatives of J.P. Morgan and Goldman Sachs reviewed with the VMware board of directors the potential go-shop process, including potential counterparties to contact, including certain key metrics for each party and the potential strategic rationale for a potential combination and potential considerations each potential party may have regarding a potential transaction. Mr. Rangarajan (Raghu) Raghuram, Chief Executive Officer of VMware, noted that a senior executive of a large publicly traded corporation (referred to as Party B) had reached out following the news reports regarding a potential Broadcom transaction and expressed interest in a potential transaction. Mr. Dell noted that he had interacted with another senior executive of Party B in Davos the day prior and such executive did not mention anything regarding a potential transaction. The VMware board of directors discussed the terms of a revised draft merger agreement to be transmitted to Broadcom, including (i) reinserting the reverse termination fee payable by Broadcom in the amount of $1.8 billion, which was the same amount as the post-go-shop termination fee payable by VMware, (ii) revising the go-shop termination fee payable by VMware to $700 million, which was between VMware’s initial $500 million go-shop termination fee proposal and Broadcom’s $900 million counterproposal and (iii) accepting that Broadcom would not be required to make regulatory divestitures if such divested asset, product or business was not included in the Broadcom Software Group. Representatives of Gibson Dunn also discussed VMware’s and Broadcom’s representations, warranties and interim operating covenants and other terms.

Following the meeting of the VMware board of directors, on May 24, 2022, representatives of Gibson Dunn transmitted a revised draft merger agreement to Wachtell Lipton.

Also on May 24, 2022, Goldman Sachs provided the VMware board of directors with additional relationship disclosures regarding Goldman Sachs’ relationships with potential counterparties that Goldman Sachs proposed to contact during the go-shop period and their respective affiliates.

Early in the morning on May 25, 2022, representatives of Wachtell Lipton transmitted a further revised draft of the merger agreement to Gibson Dunn.

Later in the morning on May 25, 2022, the VMware board of directors met with representatives of VMware management, J.P. Morgan, Goldman Sachs, Gibson Dunn, Silver Lake and Axinn. Among other things, representatives of Gibson Dunn reviewed the open items in the draft merger agreement and potential resolutions. The VMware board of directors discussed the terms of a revised draft merger agreement to be transmitted to Broadcom, including accepting a lowered reverse termination fee of $1.5 billion, the same amount as the proposed post-go-shop termination fee payable by VMware, accepting an increased go-shop termination fee of $750 million, but continuing to negotiate to expand the obligations on Broadcom to seek regulatory approvals and narrow the limitations on such obligations.

Later on May 25, 2022, the VMware board of directors met with representatives of VMware management, J.P. Morgan, Goldman Sachs, Silver Lake, Gibson Dunn and Axinn to discuss the status of the negotiation of the merger agreement and open issues. The representatives of each of Goldman Sachs and J.P. Morgan reviewed with the VMware board of directors Goldman Sachs’ and J.P. Morgan’s respective financial analyses of the aggregate merger consideration to be paid to the holders of shares of VMware common stock (other than Broadcom and its affiliates) pursuant to the merger agreement. The VMware board of directors noted the customary relationship disclosures previously provided by Goldman Sachs regarding Goldman Sachs’ relationships with VMware, Broadcom and MSD Capital L.P. and Silver Lake and their respective affiliates and the customary relationship disclosures previously provided by J.P. Morgan regarding their relationships with VMware, Broadcom and Silver Lake and the VMware board of directors did not identify any concerns with these disclosures. The representatives of Goldman Sachs and J.P. Morgan each discussed the procedures and process in connection with delivery of their respective opinions, assuming successful completion of the negotiations and finalization of the terms of the merger agreement and related transaction documents. Representatives of Gibson Dunn also reviewed the key terms of the merger agreement and the voting agreements to be entered into by each of the MSD stockholders and the SL stockholders.

Early in the morning on May 26, 2022, the VMware board of directors met with representatives of VMware management, J.P. Morgan, Goldman Sachs, Gibson Dunn, Silver Lake and Axinn. Representatives of Gibson Dunn reviewed with the VMware board of directors their fiduciary duties in the context of considering the proposed transaction. Representatives of Gibson Dunn also provided an update on the negotiation of the merger agreement and related transaction documents, including updates to the final terms of the merger agreement since the earlier meeting of the VMware board of directors on May 25. The representatives of each of Goldman Sachs and J.P. Morgan again reviewed with the VMware board of directors Goldman Sachs’ and J.P. Morgan’s respective financial analyses of the aggregate merger consideration to be paid to the holders of shares of VMware common stock (other than Broadcom and its affiliates) pursuant to the merger agreement. The representatives of Goldman Sachs then rendered the oral opinion of Goldman Sachs, subsequently confirmed by delivery of its written opinion, dated May 26, 2022, to the VMware board of directors that, as of the date of the written opinion and based upon and subject to the various limitations, qualifications and assumptions set forth therein, the aggregate merger consideration to be paid to the holders (other than Broadcom and its affiliates) of shares of VMware common stock pursuant to the merger agreement was fair from a financial point of view to such holders. The representatives of J.P. Morgan then also rendered the oral opinion of J.P. Morgan subsequently confirmed by delivery of its written opinion dated May 26, 2022 to the VMware board of directors that, as of the date of such opinion and based upon and subject to the various limitations, qualifications and assumptions set forth therein, the merger consideration to be paid to holders of VMware common stock in the transactions was fair, from a financial point of view, to such holders. Following discussion, and taking into consideration various factors, including those described in the section titled “—VMware’s Reasons for the Merger; Recommendation of the VMware Board of Directors,” the VMware board of directors unanimously (i) determined that the terms of the merger agreement and the transactions are fair to, and in the best interests of, VMware and the VMware stockholders, (ii) determined that it is in the best interests of VMware and the VMware stockholders, and declared it advisable, to enter into the merger agreement, (iii) approved the execution and delivery by VMware of the merger agreement, the performance by VMware of its covenants and agreements contained therein and the consummation of the transactions substantially upon the terms and conditions set forth in the merger agreement and (iv) resolved to recommend that the VMware stockholders vote to adopt the merger agreement.

Before the opening of New York Stock Exchange normal trading hours on May 26, 2022, the applicable parties executed the merger agreement and the voting agreements, Broadcom delivered to VMware fully executed versions of the debt commitment letter and Gibson Dunn delivered the legal opinion required by the tax matters agreement between VMware and Dell for VMware to engage in the transactions contemplated by the merger agreement. Promptly following execution of the merger agreement, VMware and Broadcom publicly announced the merger agreement.

Later on May 26, 2022, in accordance with the go-shop provisions in the merger agreement, at the direction of the VMware board of directors, representatives of J.P. Morgan and Goldman Sachs began contacting parties about their interest in participating in the go-shop process. During the go-shop period, representatives of

At its May 26, 2022 meeting held to evaluate the transactions, the VMware board of directors unanimously (i) determined that the terms of the merger agreement and the transactions are fair to, and in the best interests, of VMware and the VMware stockholders, (ii) determined that it is in the best interests of VMware and the VMware stockholders, and declared it advisable, to enter into the merger agreement, (iii) approved the execution and delivery by VMware of the merger agreement, the performance by VMware of its covenants and agreements contained therein and the consummation of the transactions upon the terms and subject to the conditions set forth in the merger agreement and (iv) resolved to recommend that the VMware stockholders vote to adopt the merger agreement. Additionally, the VMware board of directors has approved, adopted, authorized and declared advisable the charter amendment. The VMware board of directors recommends that VMware stockholders vote:

In evaluating the transactions and the merger agreement and arriving at its determination, the VMware board of directors consulted with VMware’s senior management, representatives of VMware’s financial advisors, Goldman Sachs and J.P. Morgan and VMware’s outside legal counsel, Gibson Dunn, and considered a number of substantive factors, both positive and negative, and potential benefits and detriments of the transactions to VMware and its stockholders. The VMware board of directors believed that, taken as a whole, the following factors supported its decision to approve the transactions:

The VMware board of directors also considered certain potentially negative factors in its deliberations concerning the transactions, including the following:

The VMware board of directors concluded that the potentially negative factors associated with the transactions were significantly outweighed by the potential benefits that it expected the VMware stockholders

In addition, the VMware board of directors was aware of and considered the interests that VMware’s directors and executive officers may have with respect to the transactions that differ from, or are in addition to, the interests of stockholders of VMware generally, as described under “—Interests of VMware’s Directors and Executive Officers in the Transactions.”

The foregoing discussion of the information and factors considered by the VMware board of directors is not exhaustive, but VMware believes it includes all the material factors considered by the VMware board of directors. In view of the wide variety of factors considered in connection with its evaluation of the transactions and the complexity of these matters, the VMware board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative or specific weight or values to any of these factors. Rather, the VMware board of directors viewed its position and recommendation as being based on an overall analysis and on the totality of the information presented to and factors considered by it. In addition, in considering the factors described above, individual directors may have given different weights to different factors. The VMware board of directors based its unanimous recommendation on the totality of the information presented.

This explanation of VMware’s reasons for the transactions and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described under “Cautionary Statement Regarding Forward-Looking Statements.”

While VMware has from time to time provided limited financial guidance to investors, VMware’s management does not, as a matter of course, otherwise publicly disclose forecasts or internal projections as to future performance due to, among other things, the inherent difficulty of predicting financial performance for future periods and the likelihood that the underlying assumptions and estimates may not be realized. In connection with the transactions, VMware provided certain unaudited non-public financial projections regarding VMware to the VMware board of directors, which are referred to as the “VMware management financial projections.” At the direction of the VMware board of directors, the VMware management financial projections were also provided to, and approved for use by, Goldman Sachs and J.P. Morgan for purposes of performing their respective financial analyses in connection with rendering their respective opinions to the VMware board of directors (as more fully described in the sections titled “—Opinion of Goldman Sachs” and “—Opinion of J.P. Morgan”). In addition, VMware management provided to the VMware board of directors, Goldman Sachs and J.P. Morgan certain unaudited non-public financial projections for Broadcom, which were informed by Wall Street consensus estimates for Broadcom and due diligence discussions between VMware’s management and Broadcom during VMware’s reverse due diligence process and are referred to as the “VMware-approved Broadcom financial projections” and, together with the VMware management financial projections, the “financial projections.” The financial metrics set forth in the section titled “—VMware-Approved Broadcom Financial Projections” were arithmetically calculated by J.P. Morgan solely using information provided in the VMware-approved Broadcom financial projections and were approved by VMware for use by J.P. Morgan for purposes of performing its financial analyses in connection with rendering its opinion to the VMware board of directors (as more fully described in the section titled “—Opinion of J.P. Morgan”). However, the VMware-approved Broadcom financial projections were not utilized by Goldman Sachs for purposes of performing its financial analyses in connection with rendering its opinion to the VMware board of directors

The financial projections, while presented with numerical specificity, were based on numerous variables and assumptions, including about future performance, that are inherently uncertain and many of which are beyond VMware’s and Broadcom’s control. The financial projections reflect numerous estimates, assumptions and judgments made by VMware management, based on information available at the time the financial projections were developed, with respect to industry performance and competition, general business, economic, regulatory, market and financial conditions, other future events and matters specific to VMware’s and Broadcom’s business, all of which are difficult to predict and many of which are beyond VMware’s and Broadcom’s control. There can be no assurances that the financial projections accurately reflect future trends or accurately estimate VMware’s or Broadcom’s future financial and operating performance. The financial projections also reflect assumptions as to certain business decisions that are subject to change. Important factors that may affect actual results and cause the financial projections not to be achieved include, but are not limited to, risks and uncertainties relating to VMware’s and Broadcom’s business (including the ability to achieve strategic goals, objectives and targets over the applicable periods), industry performance, general business and economic conditions and other factors described in or referenced under “Cautionary Statement Regarding Forward-Looking Statements” and those risks and uncertainties detailed in VMware’s and Broadcom’s public filings with the SEC. Further, the financial projections cover multiple years and by their nature become subject to greater uncertainty with each successive year. Accordingly, there can be no assurance that the financial projections will be realized, and actual results may vary materially from those shown. Modeling and forecasting the future performance of a software company is a highly speculative endeavor. Since the financial projections cover a long period of time, the financial projections by their nature are unlikely to anticipate each circumstance that will have an effect on the commercial value of VMware’s and Broadcom’s products and services.

The principal assumptions reflected in the VMware management financial projections include (i) VMware continuing to drive a progressive business model transition from a majority of software sales being comprised of perpetual license software to a majority of software sales being comprised of software-as-a-service (referred to as SaaS) or subscription offerings; (ii) bookings growth rates remaining at or ahead of projected market compound annual growth rates (based on projections from April 2022) for a majority of product offerings, leading to (A) year-over-year growth of subscription and SaaS revenue ranging from 26% to 37% in fiscal years 2023 through 2025 and (B) revenue growth of 9% and 11% in fiscal years 2024 and 2025, respectively, fueled by subscription and SaaS revenue, which is projected to account for 46% of the overall revenue mix in fiscal year 2025; (iii) expansion of operating margin to 30.0% in fiscal year 2025, representing a return to pre-SaaS transition operating margins as VMware’s subscription and SaaS business model scales and operational investments driving transition or dual operating model (on-premises software or SaaS) are reduced and a majority of offerings are subscription and SaaS; (iv) returning to double digit operating cash flow growth starting fiscal year 2025 as collections related to SaaS transition normalize and operating margin improves; and (v) expiration of the U.S. Tax Cuts and Jobs Act amendments to Code Section 174, which would no longer permit an immediate deduction for research and development expenditures in the tax year in which such costs are incurred, impacting both (A) the annual tax rate applicable to VMware, forecasted at 16% in fiscal year 2023 and increasing to 23% in fiscal years 2024-2027 and (B) cash tax payments commensurate with an expected increase in tax rate which would impact operating cash flow starting in fiscal year 2023.

The principal assumptions reflected in the VMware-approved Broadcom financial projections include (i) use of analyst consensus estimates and growth rates as of May 20, 2022 for fiscal years 2022, 2023 and 2024 to inform all financial and cash flow metrics; (ii) revenue growth estimates for fiscal years 2025 and 2026 estimated to be similar to the consensus revenue growth rates for fiscal years 2023 and 2024; (iii) gross margins and operating margins in fiscal years 2025 and 2026 remaining consistent with consensus projections for fiscal years 2022 through 2024; and (iv) cash flow metrics, such as capital expenditures, cash tax rate, depreciation and amortization and stock-based compensation, remaining consistent as a percentage of revenue over the forecast period.

The financial projections included in this document, including the financial projections set forth below in the sections titled “—VMware Management Financial Projections” and “—VMware-Approved Broadcom Financial Projections,” are the responsibility of VMware’s management. PricewaterhouseCoopers LLP, VMware’s independent registered public accounting firm, has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the financial projections and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report on VMware’s consolidated financial statements incorporated by reference from VMware’s Annual Report on Form 10-K for the fiscal year ended January 28, 2022 relates to VMware’s previously issued financial statements. It does not extend to the financial projections and should not be read to do so.

The financial projections are not being included in this proxy statement/prospectus in order to influence any VMware stockholder’s decision as to whether or not to approve the transactions or whether or not to seek appraisal rights with respect to shares of VMware common stock held by such stockholder. The summary of the financial projections is being included in this proxy statement/prospectus solely because these financial projections were made available to the VMware board of directors, Goldman Sachs and J.P. Morgan.

The financial projections do not take into account any circumstances or events occurring after the date they were prepared, including the announcement of the transactions and transaction-related expenses. The financial projections also do not take into account the effect of any failure of the transactions to close and should not be viewed as accurate or continuing in that context.

The inclusion of the financial projections in this proxy statement/prospectus should not be regarded as an indication that VMware, Broadcom, Goldman Sachs or J.P. Morgan or any of their respective affiliates, advisors or representatives considered or consider the financial projections to be predictive of actual future events, and the financial projections should not be relied on as such. None of VMware, Broadcom, Goldman Sachs or J.P. Morgan or any of their respective affiliates, advisors, officers, directors or representatives can give any assurance that actual results will not differ from these financial projections, and none of them undertakes any obligation to update or otherwise revise or reconcile the financial projections to reflect circumstances existing after the date such financial projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the financial projections are shown to be in error or no longer appropriate. Neither VMware nor Broadcom intends to make publicly available any update or other revision to the financial projections, except as required by law. None of VMware, Broadcom, Goldman Sachs or J.P. Morgan or any of their respective affiliates, advisors, officers, directors or representatives has made or makes any representation to any stockholder or other investor regarding the ultimate performance of VMware or Broadcom compared to the information contained in the financial projections or that projected results will be achieved.

VMware’s and Broadcom’s respective stockholders are cautioned not to place undue, if any, reliance on the financial projections included in this proxy statement/prospectus.

The financial projections incorporate certain financial measures which are not GAAP measures. Such financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP. VMware’s calculations of these financial measures may differ from others in its industry and are not necessarily comparable with information presented under similar captions used by other companies. Financial measures provided to a financial advisor are excluded from the SEC’s definition of non-GAAP financial measures and therefore are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which may otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure to be presented. Reconciliations of these financial measures were not relied upon by Goldman Sachs or J.P. Morgan for purposes of performing their respective financial analyses in connection with rendering their respective opinions to the VMware board of directors (as described in the sections titled “—Opinion of Goldman Sachs” and “—Opinion of J.P. Morgan”) or by the VMware board of directors. Accordingly, a reconciliation of the financial measures included in the financial projections is not provided.

For additional information on VMware’s and Broadcom’s actual results and historical financial information, see the section titled “Where You Can Find More Information.”

Goldman Sachs rendered its oral opinion, subsequently confirmed by delivery of its written opinion, dated May 26, 2022, to the VMware board of directors that, as of the date of such written opinion and based upon and

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of the senior managements of VMware and Broadcom regarding their assessment of the strategic rationale for, and the potential benefits of, the transactions and the past and current business operations, financial condition and future prospects of Broadcom and with members of the senior management of VMware regarding their assessment of the past and current business operations, financial condition and future prospects of VMware; reviewed the reported price and trading activity for the shares of VMware common stock and Broadcom common stock; compared certain financial and stock market information for VMware and Broadcom with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the technology, media and telecom industry; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with the consent of the VMware board of directors, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the consent of the VMware board of directors that the VMware management financial projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of VMware. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of VMware or Broadcom or any of their respective subsidiaries and Goldman Sachs was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the transactions would be obtained without any adverse effect on VMware or Broadcom or on the expected benefits of the

Goldman Sachs’ opinion does not address the underlying business decision of VMware to engage in the transactions or the relative merits of the transactions as compared to any strategic alternatives that may be available to VMware; nor does it address any legal, regulatory, tax or accounting matters or the fairness of the proration and other procedures and limitations contained in the merger agreement. Goldman Sachs was not requested to solicit, and did not solicit, interest from other parties with respect to an acquisition of, or other business combination with, VMware or any other alternative transaction. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders (other than Broadcom and its affiliates) of shares of VMware common stock, as of the date of the written opinion, of the aggregate merger consideration to be paid to such holders pursuant to the merger agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the merger agreement or the transactions or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the transactions, including the fairness of the transactions to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of VMware; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of VMware, or class of such persons, in connection with the transactions, whether relative to the aggregate merger consideration to be paid to the holders of shares of VMware common stock (other than Broadcom and its affiliates) pursuant to the merger agreement or otherwise. Goldman Sachs’ opinion does not express any opinion as to the prices at which shares of Broadcom common stock or VMware common stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on VMware or Broadcom or the transactions, or as to the impact of the transactions on the solvency or viability of VMware or Broadcom or the ability of VMware or Broadcom to pay their respective obligations when they come due. Goldman Sachs’ opinion was necessarily based on economic, monetary, market and other conditions, as in effect on, and the information made available to it as of the date of the opinion and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. Goldman Sachs’ advisory services and its opinion expressed were provided for the information and assistance of the VMware board in connection with its consideration of the transactions and such opinion does not constitute a recommendation as to how any holder of shares of VMware common stock should vote or make any election with respect to the transactions or any other matter. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses presented by Goldman Sachs to the VMware board of directors in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before May 25, 2022, the last trading day before the public announcement of the transactions and is not necessarily indicative of current market conditions.

Goldman Sachs calculated the implied premia represented by the implied values of the merger consideration per share of VMware common stock relative to:

The results of these calculations are as follows:

Goldman Sachs derived a range of illustrative enterprise values for VMware by adding the ranges of present values it derived as described above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for VMware the amount of VMware’s total debt and added the amount of VMware’s cash and cash equivalents and strategic investments as of April 29, 2022, as provided by VMware management and approved for Goldman Sachs’ use by VMware management, to derive a range of illustrative equity values for VMware. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of VMware as of the Undisturbed Date, as provided by VMware management and approved for Goldman Sachs’ use by VMware management, to derive a range of illustrative present values per share of VMware common stock, rounded to the nearest $0.10, of $100.80 to $148.90.

Goldman Sachs then subtracted the amount of VMware’s total debt and added the amount of VMware’s cash and cash equivalents and strategic investments as of January 31, 2023, 2024 and 2025, each as provided by management of VMware and approved for Goldman Sachs’ use by VMware management, to the range of implied enterprise values to derive a range of illustrative equity values as of January 31, 2023, 2024 and 2025. Goldman Sachs then divided these implied equity values by the projected number of fully diluted outstanding shares of VMware, as provided by VMware management and approved for Goldman Sachs’ use by VMware management, as of January 31, 2023, 2024 and 2025, to derive a range of implied future equity values per share of VMware common stock. Goldman Sachs then discounted these implied equity values per share to the Undisturbed Date, using an illustrative discount rate of 8.5%, reflecting an estimate of VMware’s cost of equity. Goldman Sachs derived such discount rate by application of the CAPM, which requires certain company-specific inputs, including a beta for VMware, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values per share of VMware common stock, rounded to the nearest $0.10, of $92.30 to $139.90.

The foregoing analysis indicated a 25th percentile EV/NTM EBITDA multiple of 11.1x and 75th percentile EV/NTM EBITDA multiple of 14.3x. Using this analysis and its professional judgment and experience, Goldman Sachs applied a range of illustrative EV/EBITDA multiples of 11.1x to 14.3x to an estimate of VMware’s next twelve months’ EBITDA, as reflected in the VMware management financial projections and referred to as “Adjusted EBITDA” in the section titled “—Certain Financial Projections Utilized by the VMware Board of Directors and VMware’s Financial Advisors,” to derive a range of implied enterprise values for VMware. Goldman Sachs then subtracted from the range of implied enterprise values the amount of VMware’s total debt and added the amount of VMware’s cash and cash equivalents and strategic investments as of April 29, 2022, as provided by VMware management and approved for Goldman Sachs’ use by VMware management, to derive a range of illustrative equity values for VMware. Goldman Sachs divided the range of illustrative equity values by the number of fully diluted outstanding shares of VMware as of the Undisturbed Date, as provided by management of VMware and approved for Goldman Sachs’ use by management of VMware, to derive a range of implied values per share of VMware common stock, rounded to the nearest $0.10, of $99.10 to $132.90.

Although none of the selected companies is directly comparable to VMware, the companies included were chosen because they are publicly traded companies in the diversified software industry with certain operations that for purposes of analysis may be considered similar to certain operations of VMware.

Goldman Sachs also calculated and compared the current EV/NTM UFCF multiples for VMware, based on the VMware management financial projections and based on FactSet estimates, and each of the selected companies, based on financial and trading data as of the Undisturbed Date obtained from public filings, Capital IQ and FactSet. The results of this analysis are summarized as follows:

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to VMware or Broadcom or the transactions.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the VMware board of directors as to the fairness from a financial point of view, as of the date of its opinion, of the aggregate merger consideration to be paid to the holders (other than Broadcom and its affiliates) of shares of VMware common stock pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of VMware, Broadcom, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecasts.

The aggregate merger consideration was determined through arm’s-length negotiations between VMware and Broadcom and was approved by the VMware board of directors. Goldman Sachs provided advice to VMware during these negotiations. Goldman Sachs did not, however, recommend any specific amount or form of consideration to VMware or the VMware board of directors or that any specific amount or form of consideration constituted the only appropriate consideration for the transactions.

Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of VMware, Broadcom, any of their respective affiliates and third parties, including Dell, MSD Capital, L.P. (referred to in this section titled “—Opinion of Goldman Sachs” as MSD Capital), an affiliate of Dell, and Silver Lake Group, L.L.C. (referred to in this section titled “—Opinion of Goldman Sachs” as Silver Lake), each of which is a significant stockholder, or an affiliate of a significant stockholder, of VMware, and their respective affiliates and, as applicable, portfolio companies, or any currency or commodity that may be involved in the transactions.

Goldman Sachs acted as financial advisor to VMware in connection with, and participated in certain of the negotiations leading to, the transactions. Goldman Sachs has provided certain financial advisory and/or underwriting services to VMware and/or its affiliates from time to time for which the Investment Banking Division of Goldman Sachs has received, and may receive, compensation, including having acted as joint bookrunner with respect to the public offering of VMware’s 0.600% Senior Notes due 2023 (aggregate principal amount $1,000,000,000), 1.000% Senior Notes due 2024 (aggregate principal amount $1,250,000,000), 1.400% Senior Notes due 2026 (aggregate principal amount $1,500,000,000), 1.800% Senior Notes due 2028 (aggregate principal amount $750,000,000) and 2.200% Senior Notes due 2031 (aggregate principal amount $1,500,000,000) in August 2021. During the two-year period ended May 24, 2022, based solely on Goldman Sachs’ books and records, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to VMware and/or its affiliates of approximately $1 million.

Goldman Sachs also has provided certain financial advisory and/or underwriting services to Broadcom and/or its affiliates from time to time for which the Investment Banking Division of Goldman Sachs has received, and may receive, compensation. During the two-year period ended May 24, 2022, based solely on Goldman Sachs’ books and records, the Investment Banking Division of Goldman Sachs has not been engaged by Broadcom or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation.

Goldman Sachs also has provided certain financial advisory and/or underwriting services to Dell and MSD Capital and/or their respective affiliates and/or, as applicable, portfolio companies from time to time for which the Investment Banking Division of Goldman Sachs has received, and may receive, compensation, including having acted as lead arranger with respect to a term loan facility (aggregate principal amount $150,000,000) of Ultimate Fighting Championship Ltd. (referred to in this section titled “—Opinion of Goldman Sachs” as Ultimate Fighting Championship), a portfolio company of an entity associated with MSD Capital, in June 2020; bookrunner with respect to a $2,453,000,000 bond offering of Ultimate Fighting Championship in January 2021; as joint lead arranger and joint bookrunner with respect to the refinancing and amendment of the Term B-2 Loan facility (aggregate principal amount $3,143,000,000) of Dell in February 2021; as bookrunner with respect to the initial public offering of Hayward Holdings, Inc. (referred to in this section titled “—Opinion of Goldman Sachs” as Hayward Holdings), a portfolio company of an entity associated with MSD Capital, of 40,277,778 shares of its common stock in March 2021; as financial advisor to Kobalt Music Group Limited, a portfolio company of an entity associated with MSD Capital, with respect to its sale of AWAL and Kobalt Neighboring in May 2021; as financial advisor to Dell with respect to its sale of its 81% interest in VMware in November 2021; and as lead left bookrunner with respect to a follow-on public offering of 22,500,000 shares of common stock of Hayward Holdings in May 2022. During the two-year period ended May 24, 2022, based solely on Goldman Sachs’ books and records, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to Dell and MSD Capital and/or their respective affiliates and/or, as applicable, portfolio companies of approximately $79 million.

Goldman Sachs may also in the future provide financial advisory and/or underwriting services to VMware, Broadcom, Dell, MSD Capital and Silver Lake and their respective affiliates and/or, as applicable, portfolio companies for which the Investment Banking Division of Goldman Sachs may receive compensation. Affiliates of Goldman Sachs also may have co-invested with MSD Capital and Silver Lake and their respective affiliates from time to time and may have invested in limited partnership units of affiliates of Silver Lake from time to time and may do so in the future.

The VMware board of directors selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the transactions. Pursuant to a letter agreement dated May 25, 2022, VMware engaged Goldman Sachs to act as its financial advisor in connection with the transactions. The engagement letter between VMware and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $45 million, all of which is contingent upon consummation of the transactions. In addition, VMware has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Pursuant to an engagement letter, VMware retained J.P. Morgan as its financial advisor in connection with the transactions.

At the meeting of the VMware board of directors on May 26, 2022, J.P. Morgan rendered its oral opinion to the VMware board of directors that, as of such date and based upon and subject to the various limitations, qualifications and assumptions set forth in its opinion, the merger consideration to be paid to the holders of VMware common stock in the transactions was fair, from a financial point of view, to such holders. J.P. Morgan subsequently confirmed its oral opinion by delivering its written opinion, dated May 26, 2022, to the VMware board of directors, that, as of such date, the merger consideration to be paid to the holders of VMware common stock in the transactions was fair, from a financial point of view, to such holders.

The full text of the written opinion of J.P. Morgan dated May 26, 2022, which sets forth, among other things, the assumptions made, matters considered and limits on the review undertaken, is attached as Annex E to this proxy statement/prospectus and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. VMware’s stockholders are urged to read the opinion in its entirety. J.P. Morgan’s written opinion was addressed to the VMware board of directors (in its capacity as such) in connection with and for the purposes of its evaluation of the transactions, was directed only to the merger consideration to be paid in the transactions and did not address any other aspect of the transactions. J.P. Morgan expressed no opinion as to the fairness of the consideration to the holders of any other class of securities, creditors, or other constituencies of VMware or as to the underlying decision by VMware to engage in the transactions. The issuance of J.P. Morgan’s opinion was

In arriving at its opinions, J.P. Morgan, among other things:

In addition, J.P. Morgan held discussions with certain members of the management of VMware and Broadcom with respect to certain aspects of the transactions, and the past and current business operations of VMware and Broadcom, the financial condition and future prospects and operations of VMware and Broadcom, the effects of the transactions on the financial condition and future prospects of VMware and Broadcom and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by VMware and Broadcom or otherwise reviewed by or for J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or completeness and, pursuant to J.P. Morgan’s engagement letter with VMware, J.P. Morgan did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of VMware or Broadcom under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, including the synergies, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of VMware and Broadcom to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts (including the synergies) or the assumptions on which they were based. J.P. Morgan also assumed that the transactions will qualify as tax-free reorganizations for United States federal income tax purposes, and will be consummated as described in the merger agreement (and that any implementation of the alternative transaction structure contemplated by the merger agreement would not have any effect on J.P. Morgan’s analysis), and that the definitive merger agreement would not differ in any material respects from the draft thereof furnished to J.P. Morgan. J.P. Morgan also assumed that the representations and warranties made by VMware, Broadcom, Holdco, Merger Sub 1 and Broadcom Merger Subs in the merger agreement and the related agreements were and will be true and correct in all respects material to its analysis. J.P Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to VMware with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the transactions would be obtained without any adverse effect on VMware or Broadcom or on the contemplated benefits of the transactions.

The VMware management financial projections and the VMware approved Broadcom financial projections furnished to J.P. Morgan were prepared by VMware’s management. VMware does not publicly disclose internal

J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan’s opinion noted that subsequent developments may affect J.P. Morgan’s opinion, and that J.P. Morgan does not have any obligation to update, revise, or reaffirm such opinion. J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, of the merger consideration to be paid to the holders of VMware common stock in the transactions, and J.P. Morgan expressed no opinion as to the fairness of any consideration to be paid in connection with the transactions to the holders of any other class of securities, creditors or other constituencies of VMware or as to the underlying decision by VMware to engage in the transactions. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the transactions, or any class of such persons relative to the merger consideration to be paid to the holders of VMware common stock in the transactions or with respect to the fairness of any such compensation. J.P. Morgan expressed no opinion as to the price at which VMware common stock or Broadcom common stock would trade at any future time.

As of the date of J.P. Morgan’s opinion, J.P. Morgan was not authorized to and did not solicit any expressions of interest from any other parties with respect to the sale of all or any part of VMware or any other alternative transaction.

The terms of the merger agreement were determined through arm’s length negotiations between VMware and Broadcom, and the decision to enter into the merger agreement was solely that of the VMware board of directors. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by the VMware board of directors in its evaluation of the transactions and should not be viewed as determinative of the views of the VMware board of directors or management with respect to the transactions or the merger consideration.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodology in rendering its opinion to the VMware board of directors on May 26, 2022 and contained in the presentation delivered to the VMware board of directors on such date in connection with the rendering of such opinion and does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

Using publicly available information, J.P. Morgan compared selected financial data of VMware with similar data for selected publicly traded companies engaged in businesses which J.P. Morgan judged to be analogous to the business of VMware. These companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analyses, may be considered sufficiently similar to those of VMware. However, none of the selected companies reviewed is identical to VMware and certain of these companies have financial and operating characteristics that are materially different from those of VMware. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the selected companies differently from how they would affect VMware. With respect to the selected companies, J.P. Morgan calculated the ratio of firm value to unlevered free cash flow for the calendar year 2023

Based on the results of the above analysis and other factors that J.P. Morgan considered appropriate, J.P. Morgan selected a FV / uFCF CY23E multiple reference range for VMware of 10.5x – 16.5x. J.P. Morgan then applied that range to VMware’s estimated unlevered free cash flow for fiscal year 2024 (used as a proxy for calendar year 2023 per VMware management) included in the unaudited prospective financial information provided by VMware management and described in the section titled “—Certain Financial Projections Utilized by the VMware Board of Directors and VMware’s Financial Advisors”, adjusted for the net debt balance of VMware. This analysis indicated a range of implied equity values per share of VMware common stock, rounded to the nearest $0.25, of $78.75 to $134.00, which was compared to the unaffected closing price per share of VMware common stock of $95.71 on May 20, 2022 (the last trading day prior to public rumors of a potential sale of VMware to Broadcom) (referred to in this section titled “— Opinion of J.P. Morgan” as the Undisturbed Date) and the blended offer price per share of $139.69 (referred to in this section titled “— Opinion of J.P. Morgan” as the Blended Offer Price), calculated based on 50:50 proration of the per share cash consideration of $142.50 and the per share stock consideration of 0.25200 Broadcom shares for each share of VMware common stock (based on the unaffected closing price per share of Broadcom common stock of $543.19 on the Undisturbed Date).

Using publicly available information, J.P. Morgan examined selected transactions involving companies engaged in businesses that J.P. Morgan judged to be reasonably analogous to the business of VMware or aspects thereof. None of the selected transactions reviewed were identical to the transactions. Certain of these transactions may have characteristics that are materially different from those of the transactions. However, the selected transactions were chosen because certain aspects of the transactions, for purposes of J.P. Morgan’s analyses, may be considered similar to the transactions. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the transactions differently than they would affect the transactions. For each of the selected transactions, J.P. Morgan calculated the ratio of the target company’s firm value to the Wall Street estimates of EBITDA for the twelve month period following the announcement of the applicable transaction (referred to as FV / NTM EBITDA). Specifically, J.P. Morgan reviewed the following transactions:

Based on the results of these analyses and other factors that J.P. Morgan considered appropriate, J.P. Morgan selected a FV / NTM EBITDA multiple reference range of 11.0x to 14.5x. J.P. Morgan then applied that reference range to VMware management’s estimated NTM EBITDA, adjusted for the net debt balance of VMware. This analysis indicated a range of implied equity values per share of VMware common stock, rounded to the nearest $0.25, of $98.00 to $135.00, which was compared to the unaffected closing price per share of VMware common stock of $95.71 as of the Undisturbed Date and the Blended Offer Price.

J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining the fully diluted equity value per share for VMware common stock on a standalone basis. A discounted cash flow analysis is a method of evaluating an asset using estimates of the future unlevered free cash flows generated by an asset and taking into consideration the time value of money with respect to such future cash flows by calculating their present value. Unlevered free cash flow refers to a calculation of the future cash flows generated by an asset without including in such calculation any debt servicing costs. The current value of the future cash flows generated by an asset obtained by discounting those future cash flows back to the present using an appropriate discount rate is referred to as the present value in this section titled “—Opinion of J.P. Morgan.” The present value of all future cash flows generated by an asset for periods beyond the projections period is referred to as the terminal value in this section titled “—Opinion of J.P. Morgan.”

J.P. Morgan calculated the unlevered free cash flows that VMware is expected to generate during the remainder of fiscal year 2023 through fiscal year 2027 based upon the VMware management financial projections. Based on VMware management’s estimates of a 2.5% terminal value growth rate in the industry in which VMware operates, J.P. Morgan also calculated a range of terminal values for VMware by applying terminal growth rates ranging from 2.0% to 3.0% to the unlevered free cash flows of VMware at the end of fiscal year 2027. The unlevered free cash flows and the range of terminal values were then discounted to present values using a range of discount rates from 7.5% to 8.5%, which were chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of VMware. The present value of the unlevered free cash flows and the range of terminal values were then adjusted for the net debt balance of VMware and divided by VMware’s fully diluted shares outstanding (calculated using the treasury stock method). Based on the results of this analysis, J.P. Morgan arrived at a range of implied equity values per share of VMware common stock, rounded to the nearest $0.25, of $109.00 to $159.25, which was compared to the unaffected closing price per share of VMware common stock of $95.71 on the Undisturbed Date and the Blended Offer Price.

Using publicly available information, J.P. Morgan compared selected financial data of Broadcom with similar data for selected publicly traded companies engaged in businesses which J.P. Morgan judged to be analogous to the business of Broadcom. These companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analyses, may be considered sufficiently similar to those of Broadcom. However, none of the selected companies reviewed is identical to Broadcom and certain of these companies have financial and operating characteristics that are materially different from those of Broadcom. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the selected companies differently from how they would affect Broadcom. With respect to the selected companies, J.P. Morgan calculated the ratio of closing share price to earnings per share for the calendar year 2023 for each company based on publicly available financial information and Wall Street estimates per FactSet Research Systems as of May 24, 2022, which is referred to as P/E CY23E. For Broadcom, the companies selected by J.P. Morgan were:

Based on the results of the above analysis and other factors that J.P. Morgan considered appropriate, J.P. Morgan selected a P/E CY23E multiple reference range for Broadcom of 13.0x – 16.0x. J.P. Morgan then applied that range to Broadcom’s estimated earnings per share for calendar year 2023, as provided by VMware management. This analysis indicated a range of implied equity values per share of Broadcom common stock, rounded to the nearest $0.25, of $519.50 to $639.25, which was compared to the unaffected closing price per share of Broadcom common stock of $543.19 on the Undisturbed Date.

J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining the fully diluted equity value per share for Broadcom common stock on a standalone basis.

J.P. Morgan calculated the unlevered free cash flows that Broadcom is expected to generate during the remainder of fiscal year 2022 through fiscal year 2026 based upon the VMware approved Broadcom financial projections. Based on VMware management’s estimates of a 2.5% terminal value growth rate in the industry in which Broadcom operates, J.P. Morgan also calculated a range of terminal values for Broadcom by applying terminal growth rates ranging from 2.0% to 3.0% to the unlevered free cash flows of Broadcom at the end of fiscal year 2026. The unlevered free cash flows and the range of terminal values were then discounted to present values using a range of discount rates from 8.0% to 9.0%, which were chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of Broadcom. The present value of the unlevered free cash flows and the range of terminal values were then adjusted for the net debt balance of Broadcom and divided by Broadcom’s fully diluted shares outstanding (calculated using the treasury stock method). Based on the results of

J.P. Morgan compared the implied equity values per share for VMware with those of Broadcom with respect to the analyses referenced in the table below. For each comparison, J.P. Morgan compared the highest equity value per share for VMware to the lowest equity value per share for Broadcom to derive the highest exchange ratio implied by each pair of estimates. J.P. Morgan also compared the lowest equity value per share for VMware to the highest equity value per share for Broadcom to derive the lowest exchange ratio implied by each pair of estimates. The results of this analysis are indicated in the following table:

The implied exchange ratio reference ranges for VMware and Broadcom were compared to the equivalent 100% stock election exchange ratio in the transactions of 0.25200 shares of Broadcom common stock per share of VMware common stock and the unaffected exchange ratio of 0.1762 shares of Broadcom common stock for each share of VMware common stock (based on the trading prices of VMware common stock and Broadcom common stock on the Undisturbed Date, the last trading day prior to public rumors of a potential sale of VMware to Broadcom).

J.P. Morgan conducted a value creation analysis that compared the implied equity value of VMware common stock derived from J.P. Morgan’s discounted cash flow valuation of VMware on a standalone basis to the value of the cash consideration plus VMware common stockholders’ pro forma ownership of the implied equity value of Broadcom. The pro forma implied equity value of Broadcom was calculated as the sum of: (i) the standalone implied equity value of VMware using the midpoint value determined in J.P. Morgan’s discounted cash flow analysis described in the section titled “—VMware Analysis—Discounted Cash Flow Analysis,” plus (ii) the standalone implied equity value of Broadcom using the midpoint value determined in J.P. Morgan’s discounted cash flow analysis described in the section titled “—Broadcom Analysis—Discounted Cash Flow Analysis,” plus (iii) the present value of VMware management’s estimate of the net synergies, calculated on an after-tax basis and less transaction expenses and using a discount rate of 8.0% and a terminal value growth rate of 2.5%. J.P. Morgan then determined the implied pro forma equity value of Broadcom attributable to VMware common stockholders based on the equity ownership percentage of Broadcom of approximately 12% (on a fully diluted basis) plus the cash consideration to be paid to VMware common stockholders. This analysis indicated an implied equity value per share to holders of VMware common stock, rounded to the nearest $0.25, of $155.00, and yielded value accretion to holders of VMware common stock of $11.3 billion. There can be no assurance, however, that the estimated synergies or estimated costs to achieve such synergies will not be substantially greater or less than VMware management’s estimates.

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of VMware or Broadcom. The order of analyses described does not represent the relative importance or weight given to those analyses by J.P. Morgan. In arriving at its opinion, J.P. Morgan did not attribute any particular

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary is identical to VMware or Broadcom, and none of the selected transactions reviewed was identical to the transactions. However, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of VMware and Broadcom, as applicable. The transactions selected were similarly chosen because their participants, size and other factors, for purposes of J.P. Morgan’s analysis, may be considered similar to the transactions. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to VMware and Broadcom and the transactions selected compared to the transactions.

For services rendered in connection with the transactions, VMware has agreed to pay J.P. Morgan a fee estimated to be approximately $45 million based on the information available as of the date of announcement of the transactions, which is payable to J.P. Morgan upon the closing of the transactions, $5.0 million of which was earned by J.P. Morgan upon delivery of its opinion. In addition, VMware has agreed to reimburse J.P. Morgan for its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement.

During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with VMware, Broadcom, Silver Lake, a significant stockholder of VMware, and portfolio companies of Silver Lake for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period for Broadcom have included acting as joint lead arranger and bookrunner on its revolving credit facility in January 2021 and joint lead bookrunner on an offering of debt securities in January 2021. Such services during such period for VMware have included acting as joint lead arranger and bookrunner on a revolving credit facility in November 2021, joint lead bookrunner on an offering of debt securities in July 2021, and financial advisor to VMware on the VMware spin-off in November 2021. Such services during such two-year period for Silver Lake and Silver Lake portfolio companies have included extending loans and providing debt syndication, equity underwriting, debt underwriting, private bank lending and capital raising and/or financial advisory services, for which J.P. Morgan and its affiliates have received customary compensation, and, in the case of such services provided to Silver Lake, in amounts not material to J.P. Morgan. In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of VMware and Silver Lake portfolio companies, for which it receives customary compensation or other financial benefits. During the two year period preceding delivery of its opinion, the aggregate fees recognized by J.P. Morgan from VMware were approximately $45 million, from Broadcom were approximately $13 million, and from Silver Lake and its portfolio companies were approximately $128 million. In the ordinary course of their businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of VMware or Broadcom for their own accounts or for the accounts of customers and, accordingly, they may at any time hold long or short positions in such securities or other financial instruments.

When considering the recommendation of the VMware board of directors with respect to the transactions, you should be aware that VMware’s directors and executive officers may have interests in the transactions that

As described below, the interests of VMware non-employee directors and executive officers include the following:

VMware’s executive officers (all of whom are named executive officers for purposes of the discussion below) are the following: Raghu Raghuram, Zane Rowe, Sumit Dhawan, Jean-Pierre Brulard and Amy Fliegelman Olli. Patrick Gelsinger and Sanjay Poonen are also deemed to be named executive officers, but because they separated from employment with VMware on February 12, 2021 and August 6, 2021, respectively, they will not receive any benefit that is payable or that may become payable that is based on, or otherwise relates to, the transactions other than the merger consideration in respect of any shares of VMware common stock that they own, and they are not included in the disclosure below.

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

VMware’s non-employee directors and executive officers hold certain time-based VMware restricted stock unit awards and performance-based VMware restricted stock unit awards. No executive officers or non-employee directors hold any outstanding stock options.

Upon the terms and subject to the conditions of the merger agreement, at the effective time of the second merger, outstanding VMware restricted stock unit awards and performance-based VMware restricted stock unit awards will be treated as follows, subject to all required withholding taxes:

Pursuant to the VMware, Inc. Change in Control Retention Plan (referred to as the CIC Plan) as described below, if a VMware executive officer’s employment is terminated by VMware without “cause” or due to the executive officer’s resignation for “good reason”, in each case, within 12 months following a change in control of VMware, all such equity awards then held by such executive officer would fully vest upon such termination of employment.

These “double trigger” vesting provisions applicable to VMware equity awards held by executive officers will continue to apply to such awards after such awards are converted to Broadcom restricted stock unit awards at the effective time of the second merger.

See the section titled “Quantification of Potential Payments and Benefits to VMware’s Named Executive Officers in Connection with the Transactions” below for the estimated value of each VMware named executive officer’s unvested VMware equity awards. Based on the assumptions described above under “—Certain Assumptions,” the estimated aggregate value of the unvested VMware equity awards held by non-employee directors is $2,071,683.

Each VMware executive officer is eligible to receive change in control benefits pursuant to the CIC Plan upon an involuntary termination without cause or a resignation for good reason, in each case, within 12 months following a change in control of VMware (each such term as defined in the CIC Plan). The transactions constitute a change in control for purposes of the CIC Plan.

Upon a qualifying termination under the CIC Plan, subject to execution of a release of claims in favor of VMware, each executive officer is eligible to receive:

The CIC Plan does not provide for any tax gross-ups. In the event the executive officer would be subject to an excise tax under Section 4999 of the Code, the benefits to the executive officer will be reduced to the extent that such benefits do not trigger the excise tax unless the executive officer would retain greater value (on an after-tax basis) by receiving all benefits and paying applicable excise, income and payroll taxes.

See the section titled “—Quantification of Potential Payments and Benefits to VMware’s Named Executive Officers in Connection with the Transactions” below for an estimate of the value of the payments and benefits that each of VMware’s named executive officers would receive under the CIC Plan upon a qualifying termination of employment immediately following the effective time of the second merger.

Pursuant to the merger agreement, one member of the VMware board of directors, to be mutually agreed by VMware and Broadcom, will be added to Broadcom’s board of directors.

Any of VMware’s executive officers who become officers or employees or who otherwise are retained to provide services to Broadcom or Broadcom Merger Subs may, prior to, on, or following the closing of the transactions, enter into new individualized compensation arrangements with Broadcom or Broadcom Merger Subs and may participate in cash or equity incentive or other benefit plans maintained by Broadcom or Broadcom Merger Subs. As of the date of this proxy statement/prospectus, no new individualized compensation arrangements between VMware’s executive officers and Broadcom or Broadcom Merger Subs have been established.

Under the merger agreement, for a period of six years after the effective time of the second merger, the entity into which VMware converted in connection with its conversion into a limited liability company (referred to as the VMware Converted LLC) must, and Broadcom must cause VMware Converted LLC to, indemnify and hold harmless, to the fullest extent permitted by applicable law and the organizational documents of VMware or its subsidiaries, or any indemnification agreements in existence as of the date of the merger agreement that were provided to Broadcom prior to the date of the merger agreement, each current and former director and officer of VMware and its subsidiaries against any costs and expenses in connection with any actual or threatened claims in respect of acts or omissions occurring or alleged to have occurred at or prior to the effective time of the second merger, whether asserted or claimed prior to, at or after the effective time of the second merger, in connection with such person serving as an officer, director, employee or agent of another corporation or of a limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity if such service was at the request of VMware.

In addition, for a period of six years following the effective time of the second merger, Broadcom is required to maintain in effect the provisions in the organizational documents of VMware and any indemnification agreements in existence as of the date of the merger agreement that were provided to Broadcom (except to the extent such agreement provides for an earlier termination) regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence as of the date of the merger agreement.

At or prior to the effective time of the second merger, VMware is required to purchase a directors’ and officers’ liability insurance and fiduciary liability insurance “tail” insurance policy for a period of six years after the effective time of the second merger with respect to matters arising at or prior to the effective time of the second merger, and officers’ liability insurance and fiduciary liability insurance prior to the date of the merger agreement.

For a more detailed description of the provisions of the merger agreement relating to director and officer indemnification and liability insurance, please see the section titled “The Merger Agreement—Directors’ and Officers’ Indemnification and Insurance.”

The information set forth in the table below is intended to comply with Item 402(t) of the SEC’s Regulation S-K, which requires disclosure of information about the compensation that is payable or that may become payable to each named executive officer of VMware that is based on, or otherwise relates to, the transactions. For additional details regarding the terms of the payments and benefits described below, see the discussion under the caption “—Interests of VMware’s Directors and Executive Officers in the Transactions” above.

The amounts shown in the table below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below and in the footnotes to the table. As a result, the amount, if any, that a named executive officer actually receives in the transactions may materially differ from the amounts set forth in the table. For purposes of calculating the amounts set forth in the table, the following assumptions were used:

For a description of Broadcom’s and VMware’s existing indebtedness, see Broadcom’s Quarterly Report on Form 10-Q for the quarter ended May 1, 2022, filed on June 9, 2022 and VMware’s Quarterly Report on Form 10-Q for the quarter ended April 29, 2022, filed on June 3, 2022, respectively, each of which is incorporated by reference herein.

For more details on the treatment of VMware’s existing indebtedness under the merger agreement, see the section titled “The Merger Agreement—Actions with Respect to VMware Debt.”

This proxy statement/prospectus does not constitute an offer to sell or the solicitation of an offer to buy any debt securities of Broadcom or VMware. It does not constitute a prospectus or prospectus equivalent document for any such securities. No offering of any debt securities of Broadcom shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.

The transactions are not conditioned upon any financing arrangements or contingencies. Broadcom anticipates that the funds needed to complete the transactions contemplated by the merger agreement will be derived from a combination of cash on hand and third party debt financing.

In connection with its entry into the merger agreement, Broadcom entered into a debt commitment letter on May 26, 2022 with certain financial institutions, which was amended, restated and superseded in its entirety by an amended and restated commitment letter entered into by Broadcom on June 22, 2022 (such amended and restated commitment letter, referred to as the debt commitment letter) with certain financial institutions pursuant to which such financial institutions committed to provide, subject to the terms and conditions of the debt commitment letter, a senior unsecured bridge facility in aggregate principal amount of approximately $32 billion. The availability of the bridge facility is conditioned on the consummation of the transactions in accordance with the terms of the merger agreement (subject to certain customary exceptions and qualifications) and certain other customary conditions. Broadcom expects to replace the commitments in respect of the bridge facility prior to the consummation of the transactions with the proceeds of the issuance of one or more series of senior unsecured debt securities and/or other incurrences of indebtedness (or commitments in respect thereof).

The transactions will be accounted for as a business combination, with Broadcom using the acquisition method of accounting in accordance with Accounting Standard Codification 805, Business Combinations, and, accordingly, will generally result in the recognition of VMware assets acquired and liabilities assumed at fair value. However, as of the date of this proxy statement/prospectus, the valuation studies necessary to estimate the fair values of the assets acquired (including intangible assets, such as completed technology, customer relationships and customer lists, and trademarks and trade names) and liabilities assumed have been performed based on publicly available benchmarking information as well as a variety of other assumptions, including market participant assumptions, as there are limitations to the type of information that can be exchanged between Broadcom and VMware at this time. Until the transactions are complete, Broadcom will not have complete access to all the relevant information. Differences between these preliminary estimates and the final acquisition accounting will occur and there can be no assurances that the final valuations will not result in material changes to this preliminary purchase price allocation. The excess of the consideration transferred over the identifiable net assets acquired reflected in the unaudited pro forma condensed combined financial information will be allocated to goodwill. A final determination of these fair values will reflect appraisals prepared by independent third-parties and will be based on the actual tangible and intangible assets and liabilities that exist as of the acquisition date. The actual allocation of the consideration transferred may differ from the allocation assumed in the unaudited pro forma condensed combined financial information and may result in adjustments to the unaudited pro forma condensed combined financial information.

The following general discussion addresses the material U.S. federal income tax considerations to U.S. holders (as defined below) of VMware common stock that exchange their VMware common stock for the merger consideration in the transactions. The discussion is based on the Code, Treasury regulations promulgated thereunder, administrative rulings, published positions of the IRS and judicial decisions, all as currently in effect and all of which are subject to change and to differing interpretations (possibly with retroactive effect), and any such change or interpretation could affect the accuracy of the statements and conclusions set forth in this discussion. This discussion applies only to U.S. holders that hold their VMware common stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal taxation that may be relevant to a particular holder in light of his, her or its individual circumstances or to holders subject to special treatment under U.S. federal income tax laws, including:

In addition, this discussion does not address any state, local or foreign tax considerations of the transactions, nor does it address the impact of the Medicare contribution tax on net investment income or the Foreign Account Tax Compliance Act (including the Treasury Regulations promulgated thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith) or any U.S. federal laws other than those pertaining to the U.S. federal income tax.

For purposes of this discussion, a “U.S. holder” is a beneficial owner of VMware common stock who is, for U.S. federal income tax purposes:

If a partnership, including any entity or arrangement treated as a partnership for U.S. federal income tax purposes, holds shares of VMware common stock, the U.S. federal income tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. Accordingly, such partners and partnerships should consult their tax advisors regarding the particular tax considerations of the transactions to them.

The obligation of VMware to complete the transactions is conditioned upon the delivery by Gibson Dunn, counsel to VMware (or other nationally recognized tax counsel or Big 4 accounting firm as may be reasonably acceptable to VMware) of the Tax Opinion. In addition, in connection with the filing of the registration statement of which this document is a part, Gibson Dunn has delivered an opinion to VMware that the transactions will qualify for the Intended Tax Treatment. Each of these tax opinions is or will be based on factual representations contained in officer’s certificates provided by Broadcom and VMware, representations and covenants contained in the merger agreement, and on certain customary factual assumptions, all of which must continue to be true and accurate as of the consummation of the transactions. If any of the representations, covenants or assumptions upon which the tax opinions are or will be based is inconsistent with the actual facts, the U.S. federal income tax considerations of the transactions could be materially different from those discussed below. None of these opinions is binding on the IRS or the courts, and neither Broadcom nor VMware intends to request a ruling from the IRS regarding the U.S. federal income tax considerations of the transactions. Consequently, no assurance can be given that the IRS will not assert, or that a court would not sustain, a position contrary to any of those set forth below.

VMware has received a legal opinion from Gibson, Dunn & Crutcher LLP, U.S. tax counsel to VMware, to the effect that, under currently applicable U.S. federal income tax law, (1) the first merger and the LLC conversion, taken together, will qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code and (2) the second merger and the third merger, taken together, will qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code. Additionally, unless otherwise noted in the following discussion, and subject to the limitations, qualifications, and assumptions described herein and set forth in the opinion filed as Exhibit 8.1 hereto, the discussion in this subsection titled “Material U.S. Federal Income Tax Consequences—U.S. Federal Income Tax Consequences of the transactions to U.S. Holders” constitutes the opinion of Gibson Dunn, counsel to VMware, insofar as it contains legal conclusions with respect to matters of U.S. federal income tax law.

The U.S. federal income tax considerations of the transactions to a U.S. holder generally will depend on whether the U.S. holder exchanges its VMware common stock for cash consideration, stock consideration or a combination of cash consideration and stock consideration.

The exchange of shares of VMware common stock solely for cash generally will result in the recognition of gain or loss equal to the difference, if any, between the amount of cash received and the U.S. holder’s adjusted tax basis in the shares of VMware common stock surrendered. Such gain or loss will generally be long-term capital gain or loss if the U.S. holder’s holding period with respect to the VMware common stock surrendered is more than one year at the effective time of the second merger. Long-term capital gains of certain non-corporate holders, including individuals, generally are subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations. If a U.S. holder acquired different blocks of shares of VMware common stock at different times or different prices, such U.S. holder must determine its adjusted tax basis and holding period separately with respect to each block of VMware common stock. In certain circumstances, if a U.S. holder actually or constructively owns Broadcom common stock after the transactions, the cash consideration received could be treated as having the effect of a distribution of a dividend under the

U.S. holders electing to receive solely cash consideration in the transactions may be subject to proration (as described in the section titled “The Merger Agreement—Effects of the Transactions—Proration and Allocation of Merger Consideration.”), which may result in the receipt of a portion of the merger consideration in stock consideration, in addition to cash consideration. See “—Exchange for Broadcom Common Stock and Cash” for a general description of the U.S. federal income tax considerations to U.S. holders of the receipt of stock consideration and cash consideration.

If, pursuant to the transactions, a U.S. holder exchanges all of its shares of VMware common stock solely for shares of Broadcom common stock, that U.S. holder generally will not recognize any gain or loss, except with respect to cash received in lieu of a fractional share of Broadcom common stock (as discussed in “—Cash in Lieu of a Fractional Share”). The aggregate adjusted tax basis in the shares of Broadcom common stock received in the transactions (including fractional shares deemed received and redeemed as described in “—Cash in Lieu of a Fractional Share”) will be equal to the aggregate adjusted tax basis of the shares of VMware common stock surrendered, and the holding period of the shares of Broadcom common stock received in the transactions (including fractional shares deemed received and redeemed as described in “—Cash in Lieu of a Fractional Share”) will include the holding period of the shares of VMware common stock surrendered. If a U.S. holder acquired different blocks of shares of VMware common stock at different times or different prices, such U.S. holder should consult his, her or its tax advisor as to the determination of the tax bases and holding periods of the Broadcom common stock received in the transactions.

U.S. holders electing to receive solely stock consideration in the transactions may be subject to proration (as described in the section titled “The Merger Agreement—Effects of the Transactions—Proration and Allocation of Merger Consideration.”), which may result in the receipt of a portion of the merger consideration in cash consideration, in addition to the stock consideration. See “—Exchange for Broadcom Common Stock and Cash” for a general description of the U.S. federal income tax considerations to U.S. holders of the receipt of stock consideration and cash consideration.

A U.S. holder who receives a combination of Broadcom common stock and cash (other than cash in lieu of a fractional share of Broadcom common stock) pursuant to the transactions generally will recognize gain (but not loss) in an amount equal to the lesser of (1) the sum of the amount of the cash (other than cash in lieu of a fractional share of Broadcom common stock) and the fair market value of the Broadcom common stock received, minus that U.S. holder’s adjusted tax basis in its shares of VMware common stock surrendered in exchange therefor and (2) the amount of cash received.

If a U.S. holder acquired different blocks of shares of VMware common stock at different times or different prices, any gain or loss may be determined separately for each block of shares and such U.S. holder’s basis and holding period in its shares of Broadcom common stock may be determined with reference to each block of shares of VMware common stock. Any such U.S. holder should consult his, her or its tax advisor regarding the manner in which the cash consideration and stock consideration should be allocated among different blocks of shares of VMware common stock surrendered, including the ability to specifically identify shares of VMware common stock exchanged for the cash consideration, and the determination of the tax bases and holding periods of the Broadcom common stock received.

Any recognized gain will generally be long-term capital gain if the U.S. holder’s holding period with respect to the shares of VMware common stock surrendered is more than one year at the effective time of the second merger. Long-term capital gains of certain non-corporate holders, including individuals, generally are subject to U.S. federal income tax at preferential rates. In certain circumstances, if a U.S. holder actually or constructively owns Broadcom common stock other than Broadcom common stock received pursuant to the transactions, the recognized gain could be treated as having the effect of the distribution of a dividend under the tests set forth in

The aggregate tax basis of the Broadcom common stock received (including fractional shares deemed received and redeemed as described in “—Cash in Lieu of a Fractional Share”) will be equal to the aggregate adjusted tax basis of the shares of VMware common stock surrendered, reduced by the amount of cash consideration received by the U.S. holder (excluding any cash in lieu of a fractional share) and increased by the amount of gain (regardless of whether such gain is classified as capital gain or dividend income, as discussed above, but excluding any gain recognized with respect to cash in lieu of a fractional share), if any, recognized by the U.S. holder on the exchange. The holding period of the Broadcom common stock received in the transactions (including fractional shares deemed received and redeemed as described below) will include the holding period of the shares of VMware common stock surrendered.

U.S. holders who receive cash in lieu of a fractional share of Broadcom common stock will generally be treated as having received such fractional share and then as having received such cash in redemption of the fractional share. Gain or loss generally will be recognized based on the difference between the amount of cash in lieu of the fractional share and the tax basis allocated to such fractional share. Such gain or loss generally will be long-term capital gain or loss if the holding period for such shares is more than one year at the effective time of the second merger. Long-term capital gains of certain non-corporate holders, including individuals, generally are subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations.

Information reporting and backup withholding (currently, at a rate of 24%) may apply to payments made in connection with the transactions. Backup withholding will not apply, however, if the recipient provides proof of an applicable exemption or furnishes its taxpayer identification number and otherwise complies with all applicable certification requirements. Backup withholding is not an additional tax. Any amounts withheld may be allowed as a refund or credit against such U.S. holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS.

Other state or foreign antitrust, competition and foreign investment authorities may take action under the laws of their jurisdictions, which could include seeking to enjoin the completion of the transactions. For more information about regulatory approvals relating to the transactions, see the section titled “The Merger Agreement—Conditions to the Transactions.”

Although the parties expect that all required regulatory clearances and approvals will be obtained, the parties cannot assure you that these regulatory clearances and approvals will be timely obtained or obtained at all or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the transactions, including the requirement to divest assets, create or modify contractual rights or obligations or enter into supply or services agreements. These conditions could result in the conditions to the transactions not being satisfied.

At the effective time of the second merger, each issued and outstanding share of VMware common stock (other than (i) cancelled shares, (ii) dissenting shares and (iii) excluded shares) will be converted into the right to receive, at the election of the stockholder and subject to proration, $142.50 in cash, without interest, or 0.25200 of a share of Broadcom common stock. A VMware stockholder may elect a different form of consideration for each share such VMware stockholder owns. A VMware stockholder may elect to receive (i) solely the cash consideration, (ii) solely the stock consideration or (iii) if a VMware stockholder owns more than one share, a combination of the cash consideration for a selected number of shares and the stock consideration for the remaining number of shares. The stockholder election will be subject to the election of other VMware stockholders and a proration mechanism, such that the total number of shares of VMware common stock entitled to receive the cash consideration, and the total number of shares of VMware common stock entitled to receive the stock consideration, will, in each case, be equal to 50% of the aggregate number of shares of VMware common stock issued and outstanding immediately prior to the effective time of the second merger. For example, if you elect to receive solely the cash consideration or solely the stock consideration, and all other VMware stockholders make the same election, the consideration you receive will vary to the maximum extent possible compared to your original election. In such instance, you would receive the cash consideration in exchange for 50% of your shares of VMware common stock and the stock consideration in exchange for 50% of your shares of VMware common stock. The following examples illustrate the proration mechanism in the case of an oversubscription of either the cash consideration or the stock consideration (both if you elect solely the oversubscribed form of merger consideration and if you elect a combination of the cash consideration and the stock consideration). Note that for illustrative purposes, the following examples do not round shares to the nearest whole number.

Prior to the effective time of the second merger, Broadcom will enter into an exchange agent agreement with a bank or trust company reasonably acceptable to VMware. At or prior to the effective time of the second merger, Broadcom will deposit (i) cash in immediately available funds in an amount sufficient to pay the aggregate cash consideration and, to the extent determinable, cash in lieu of fractional shares and (ii) evidence of Broadcom common stock in book-entry form representing the number of shares of Broadcom common stock sufficient to deliver the aggregate stock consideration.

As described above, VMware stockholders will not receive any fractional shares of Broadcom common stock in the second merger. Instead, a VMware stockholder who otherwise would have received a fractional share of Broadcom common stock will be entitled to receive a cash payment in lieu of such fractional share in an amount determined by multiplying (i) the last reported sale price of Broadcom common stock on The Nasdaq Global Select Market (as reported in the Wall Street Journal, or if not reported therein, in another authoritative source mutually selected by Broadcom and VMware) on the last complete trading day prior to the date of the effective time of the second merger by (ii) the fraction of a share (after taking into account all shares of Broadcom common stock held by such holder at the effective time of the second merger and rounded to the nearest one thousandth when expressed in decimal form) of Broadcom common stock to which such holder would otherwise be entitled.

If a dividend or other distribution is declared with respect to shares of Broadcom common stock with a record date after the effective time of the second merger, such declaration will include a dividend or other distribution in respect of all shares of Broadcom common stock issuable pursuant to the merger agreement.

The merger agreement provides that VMware stockholders will be provided with an election form and other customary transmittal materials. The election form will allow each holder of VMware common stock to specify (i) the number of shares of VMware common stock owned by such holder with respect to which such holder desires to receive the cash consideration and (ii) the number of shares of VMware common stock owned by such holder with respect to which such holder desires to receive the stock consideration.

Broadcom and VMware will initially make available and mail the election form at least 20 business days prior to the anticipated election deadline to holders of record as of the fifth business day prior to such mailing date. Following the mailing date, Broadcom and VMware will use all reasonable efforts to make available as promptly as possible an election form to any stockholder who requests an election form prior to the election deadline. The election deadline will be 5:00 p.m. local time (in the city in which the principal office of the exchange agent is located) on the date that is five business days prior to Broadcom’s good faith estimate of the closing date or such other date as may be mutually agreed to by the parties. Broadcom and VMware will cooperate to issue a press release reasonably satisfactory to each of them announcing the election deadline at least three business days prior to the election deadline.

To make a valid election, a VMware stockholder must submit to the exchange agent a properly completed and signed election form (including duly executed transmittal materials included in the election form). The election form must also be accompanied by any certificates representing all certificated shares of VMware common stock to which such election form relates (or by an appropriate customary guarantee of delivery of such certificates, as set forth in such election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States).

After the effective time of the second merger, shares of VMware common stock will no longer be outstanding, will be cancelled and will cease to exist and each certificate or book entry share that previously represented shares of VMware common stock (other than (i) cancelled shares, (ii) dissenting shares and (iii) excluded shares) will represent only the right to receive the merger consideration pursuant to the merger agreement, cash in lieu of fractional shares and unpaid dividends and distributions, if any, as described above. With respect to such shares of Broadcom common stock deliverable upon the surrender of VMware stock certificates or book-entry shares, until holders of such VMware stock certificates or book-entry shares have properly surrendered such stock certificates or book-entry shares to the exchange agent (or another agent appointed by Broadcom) for exchange, along with a duly completed letter of transmittal in the case of holders of certificates and any other documents as may customarily be required by the exchange agent, those holders will not receive the merger consideration, any cash in lieu of fractional shares and any dividends or distributions that become due to the holders of converted VMware common stock.

Promptly (and within five business days) after the effective time of the second merger, Broadcom will cause the exchange agent to mail to each record holder of certificates who has not previously submitted an election notice with duly executed transmittal materials and whose shares of VMware common stock were converted in the second merger into the right to receive the merger consideration a letter of transmittal and instructions for surrendering VMware share certificates in exchange for payment of the merger consideration. Holders of book-entry shares whose shares of VMware common stock were converted in the second merger into the right to receive the merger consideration will not be required to deliver a certificate or an executed letter of transmittal to the exchange agent to receive the merger consideration. Upon surrender of VMware share certificates or book-entry shares and a duly executed letter of transmittal in the case of holders of certificates to the exchange agent (or another agent appointed by Broadcom) in compliance with the instructions for surrender, such holders will be entitled to receive the merger consideration and any fractional share cash amounts.

Broadcom will instruct the exchange agent to accept the certificates upon compliance with such reasonable terms and conditions as the exchange agent may impose, to effect an orderly exchange in accordance with normal exchange practices. The time that any individual VMware stockholder receives its, his or her merger consideration will vary depending on the underlying arrangements through which such VMware stockholder holds its, his or her shares of VMware common stock.

In connection with the transactions, five complaints have been filed as individual actions in the United States District Court for the Southern District of New York and one complaint has been filed as an individual action in the United States District Court for the Northern District of California. The complaints are captioned as follows: (1) Stein v. VMware, Inc., et al., 22-cv-06307 (filed July 25, 2022); (2) O’Dell v. VMware, Inc., et al., 22-cv-06352 (filed July 26, 2022); (3) Whitfield v. VMware, Inc., et al., 22-cv-06527 (filed August 1, 2022); (4) Waterman v. VMware, Inc., et al., 22-cv-06533 (filed August 2, 2022); (5) Laufer v. VMware, Inc., et al., 22-cv-5146 (filed September 9, 2022); and (6) Chapman v. VMware, Inc., et al., 22-cv-7735 (filed September 11, 2022) (collectively referred to as the Complaints).

The Complaints generally allege that this proxy statement/prospectus misrepresents and/or omits certain purportedly material information. The Complaints assert violations of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder against VMware and the members of the VMware board of directors. The Complaints seek, among other things; an injunction enjoining the consummation of the transactions; direction that a registration statement is disseminated, including certain additional information, rescission or rescissory damages in the event the transactions are consummated; declaration that defendants violated Section 14(a) and/or 20(a) of the Exchange Act, as well as SEC Rule 14a-9 promulgated thereunder; direction that defendants account for all damages suffered as a result of any misconduct; costs of the action,

VMware cannot predict the outcomes of the Matters. VMware management believes that the Matters are without merit and intends to vigorously defend against the Matters and any subsequent similar demands or filed actions. If additional similar complaints are filed or demands sent, absent new or significantly different allegations, VMware will not necessarily disclose such additional filings or demands.

Broadcom currently pays regular quarterly cash dividends on its common stock. Broadcom most recently paid a cash dividend on June 30, 2022, of $4.10 per share. Broadcom currently expects to continue to pay quarterly cash dividends, although they remain subject to determination and declaration by Broadcom’s board of directors. The payment of future dividends, if any, will be based on several factors, including Broadcom’s financial performance, outlook and liquidity.

Subsequent to VMware’s initial public offering in August 2007, VMware has not declared or paid regular cash dividends on its common stock.

Under the terms of the merger agreement, during the period before the closing of the transactions, Broadcom is not permitted to pay any special cash dividends on its capital stock other than regular, quarterly cash dividends (including any increases to current dividend rates approved by the Broadcom board in good faith) and VMware is not permitted to pay any dividends or make any distributions on its capital stock, in each case without the consent of Broadcom.

It is a condition to the consummation of the transactions that the shares of Broadcom common stock to be issued to VMware stockholders in the second merger be approved for listing on The Nasdaq Global Select Market, subject to official notice of issuance. As a result of the second merger, shares of VMware common stock will cease to be listed on the New York Stock Exchange.

Upon the terms and subject to the conditions of the merger agreement and in accordance with Delaware law:

Within 60 business days of the date of the merger agreement, Broadcom may elect, with VMware’s prior written consent (not to be unreasonably withheld, conditioned or delayed) to implement an alternative transaction

Unless the parties otherwise agree in writing, the closing of the transactions will occur on the third business day following the date on which all conditions to the transactions set forth in the merger agreement have been satisfied, or, to the extent permitted by applicable law, waived (other than those conditions that by their nature are to be satisfied at the closing of the transactions, but subject to the satisfaction or, to the extent permitted by applicable law, waiver of such conditions at the closing of the transactions). The first merger will be effective as of 11:59 p.m., New York City time, on the business day prior to the closing date. The second merger will be effective at 8:30 a.m., New York City time, on the closing date or at such other date and time as is agreed to by the parties and specified in the certificate of merger for the second merger.

In the event that, pursuant to the terms described in the immediately preceding paragraph, the closing of the transactions would occur on a date that is within 35 days of the last day of Broadcom’s fiscal year or any other Broadcom fiscal quarter, Broadcom may irrevocably elect to defer the closing of the transactions until the first business day of the immediately succeeding fiscal year or fiscal quarter, respectively, unless another date or time is agreed to in writing by VMware and Broadcom. Upon making such written election, (x) each of the conditions to the obligations of Broadcom and Broadcom Merger Subs to consummate the transactions (related to accuracy of VMware’s, Holdco’s and Merger Sub 1’s representations and warranties, compliance with covenants and absence of a material adverse effect) will be deemed to have been irrevocably fulfilled, other than with respect to a willful breach by VMware, Holdco or Merger Sub 1 occurring after the date of delivery of such written election, (y) Broadcom will be deemed to have irrevocably waived its right to terminate the merger agreement as a result of VMware’s, Holdco’s or Merger Sub 1’s breach, failure to perform or violation of covenants or agreements under the merger agreement or the inaccuracy of any of the representations and warranties of VMware, Holdco or Merger Sub 1 in the merger agreement, other than with respect to a willful breach by VMware, Holdco or Merger Sub 1 occurring after the date of delivery of such written election, and (z) until the fifth business day of the immediately succeeding fiscal quarter, neither Broadcom nor VMware will have the right to terminate the merger agreement as a result of the effective time of the merger not having occurred prior to the outside date.

At the effective time of the first merger, each share of VMware common stock issued and outstanding immediately prior to the effective time of the first merger will be converted into one share of common stock of Holdco, and each outstanding VMware equity award will be converted into a Holdco award that relates to a number of shares of Holdco common stock that is equal to the number of shares of VMware common stock that were subject to such award prior to such conversion. All terms and conditions applicable to each such VMware security (including any VMware equity awards) immediately prior to the effective time of the first merger will, except as described in the immediately preceding sentence, remain in effect immediately after the effective time of the first merger. After the consummation of the first merger, all references in this proxy statement/prospectus to VMware, including VMware common stock, VMware stock options, VMware restricted stock unit awards, VMware equity awards and other securities of VMware will be deemed, where applicable, to be references to Holdco and the same securities of Holdco, and all references to VMware stockholders will be deemed to be references to common stockholders of VMware.

At the effective time of the LLC conversion, each issued and outstanding share of capital stock of VMware (then a wholly owned subsidiary of Holdco) will be converted into one limited liability company interest of VMware Converted LLC, the entity into which VMware will have converted in connection with its conversion into a limited liability company.

The stock consideration will be appropriately adjusted to reflect the effect of any stock split, subdivision, consolidation, combination or reclassification with respect to the outstanding shares of Broadcom common stock, VMware common stock or Holdco common stock, payment of a stock dividend or other distribution in respect of such shares or the changing of such shares into other securities, in each case that occurs prior to the effective time of the second merger.

At the effective time of the third merger, each share of capital stock of Holdco (then a wholly owned subsidiary of Broadcom) issued and outstanding immediately prior to the effective time of the third merger will be converted into one limited liability company interest of Merger Sub 3.

Cash will be paid in lieu of fractional shares of Broadcom common stock as described in the next sentence. Each holder of VMware common stock that would otherwise have been entitled to receive a fractional share of Broadcom common stock in the second merger will instead receive a cash payment equal to the product obtained by multiplying (i) the fraction of a share of Broadcom common stock to which such holder would otherwise be entitled (accounting for all shares of VMware common stock held by such holder at the effective time of the second merger), rounded to the nearest one-thousandth of one share, by (ii) the last reported sale price of Broadcom common stock on The Nasdaq Global Select Market (as reported in the Wall Street Journal, or if not reported therein, in another authoritative source mutually selected by Broadcom and VMware) on the last complete trading day prior to the date of the effective time of the second merger.

The total number of shares of VMware common stock to be entitled to receive the cash consideration, referred to as the maximum cash share number, will be equal to 50% of the aggregate number of shares of VMware common stock issued and outstanding immediately prior to the effective time of the second merger (other than any cancelled shares and excluded shares), and the total number of shares of VMware common stock to be entitled to receive the stock consideration will be equal to 50% of the aggregate number of shares of VMware common stock issued and outstanding immediately prior to the effective time of the second merger (other than any cancelled shares and excluded shares). Accordingly, depending on the elections made by other holders of VMware common stock, a holder of VMware common stock may receive a portion of the merger consideration in the form such holder did not elect.

Within five business days after the effective time of the second merger, VMware will cause the exchange agent for the payment of the merger consideration, referred to as the exchange agent, to effect the allocation among holders of VMware common stock of rights to receive the cash consideration and the stock consideration as follows (with the exchange agent to determine, consistent with the immediately preceding paragraph, whether

At the effective time of the second merger, each share of VMware common stock issued and outstanding immediately prior to the effective time of the second merger that is owned or held in treasury by VMware or owned by Merger Sub 2 or in the treasury of VMware as the surviving company in the first merger, referred to as cancelled shares, will automatically be cancelled and will cease to exist. No consideration will be delivered in exchange for any cancelled shares.

Each share of VMware common stock issued and outstanding immediately prior to the effective time of the second merger that is owned by any wholly owned subsidiary of VMware, referred to as excluded shares, will automatically be converted into the right to receive, without interest, the stock consideration.

Shares of VMware common stock issued and outstanding immediately prior to the effective time of the second merger and held by a person, referred to as a dissenting stockholder, (i) who did not vote in favor of approval of the merger agreement proposal, (ii) who is entitled to demand and properly demands appraisal of

Instead, if the second merger is consummated, then dissenting shares will represent the right to receive whatever consideration may be determined to be due to such dissenting stockholder under Section 262 of the DGCL. If any dissenting stockholder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, dissenting shares held by such dissenting stockholder will be treated as though such dissenting shares had been converted into the right to receive the merger consideration as of the effective time of the second merger. However, in such case, the proposed dissenting shares will be deemed to be cash election shares, unless such holder thereafter otherwise make a timely election. If any holder of proposed dissenting shares fails to perfect or has effectively withdrawn, waived or lost such holder’s right to dissent from the adoption of the merger agreement after the election deadline, each of such holder’s shares of VMware common stock will be deemed to have been converted into the right to receive the merger consideration and will be treated as cash election shares. For more information regarding appraisal rights, see the section titled “Appraisal Rights of VMware Stockholders.” In addition, a copy of Section 262 of the DGCL is attached as Annex F to this proxy statement/prospectus.

Prior to the effective time of the first merger, VMware and Holdco will take all necessary actions to ensure that the certificate of incorporation and bylaws of Holdco will be the same as the certificate of incorporation and bylaws of VMware as of the date of the merger agreement, except for the name of Holdco.

At the effective time of the first merger, the certificate of incorporation of VMware as in effect immediately prior to the effective time of the first merger will be the certificate of incorporation of the surviving company in the first merger, and the bylaws of VMware as in effect immediately prior to effective time of the first merger will be the bylaws of the surviving company in the first merger. Each of VMware and Merger Sub 1 will take all necessary action to cause the directors of Merger Sub 1 immediately prior to the effective time of the first merger to be the initial directors of the surviving company in the first merger. Each of VMware and Merger Sub 1 will take all necessary action to cause the officers of VMware immediately prior to the effective time of the first merger to be the initial officers of the surviving company in the first merger. After the effective time of the first merger until the effective time of the second merger, Holdco will, and VMware will cause Holdco to, ensure that the officers and directors of VMware immediately prior to the effective time of the first merger will be the officers and directors of Holdco.

At the effective time of the LLC conversion, VMware Converted LLC will adopt a limited liability company agreement in a form customary for a single member, member-managed limited liability company that is treated as disregarded as an entity separate from Holdco for U.S. federal income tax purposes, which limited liability company agreement must be acceptable in form and substance to Broadcom.

At the effective time of the second merger, the certificate of incorporation of Holdco as in effect immediately prior to the effective time of the second merger will be the certificate of incorporation of the surviving company in the second merger, and the bylaws of Holdco as in effect immediately prior to the effective time of the second merger will be the bylaws of the surviving company in the second merger. Each of the parties will take all necessary action to cause the directors and officers of Merger Sub 2 immediately prior to the effective time of the second merger to be the initial directors and officers of the surviving company in the second merger.

At the effective time of the third merger, the certificate of formation of Merger Sub 3 as in effect immediately prior to the effective time of the third merger will be the certificate of formation of the surviving company in the third merger, and the limited liability company agreement of Merger Sub 3 as in effect immediately prior to the effective time of the third merger will be the limited liability company agreement of the surviving company in the third merger. Each of the parties will take all necessary action to cause the officers of the surviving company in the second merger immediately prior to the effective time of the third merger to be the initial officers of the surviving company in the third merger.

Each holder of shares of VMware common stock to be converted into the right to receive the merger consideration, referred to in this proxy statement/prospectus as a holder, may specify in a request made in accordance with the procedures described in this “—Election Procedures” section (i) the number of shares of VMware common stock owned by such holder with respect to which such holder desires to make a stock election and (ii) the number of shares of VMware common stock owned by such holder with respect to which such holder desires to make a cash election. Any such request is referred to in this proxy statement/prospectus as an election.

The merger agreement provides that Broadcom will prepare a form reasonably acceptable to VMware, including appropriate and customary transmittal materials, referred to in this proxy statement/prospectus as the election form, so as to permit holders to exercise their right to make an election.

Broadcom and VMware (i) will initially make available and mail the election form at least 20 business days prior to the anticipated election deadline (as defined below) to holders of record of VMware common stock as of the fifth business day prior to such mailing date, and (ii) following such mailing date, will use all reasonable efforts to make available as promptly as possible an election form to any VMware stockholder who requests such election form prior to the election deadline. The time period between such mailing date and the election deadline is referred to in this proxy statement/prospectus as the election period.

Any election will have been made properly only if the exchange agent will have received, during the election period, an election form properly completed and executed (including duly executed transmittal materials included in the election form) and accompanied by any certificates representing all certificated shares to which such election form relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such election form, from a member of any registered national securities exchange or a commercial bank or trust company in the United States.

Unless otherwise agreed in advance by the parties to the merger agreement, election deadline means 5:00 p.m. local time (in the city in which the principal office of the exchange agent is located) on the date that is five business days prior to Broadcom’s good faith estimate of the closing date or such other date as may be mutually agreed to by the parties. Broadcom and VMware will cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the election deadline at least three business days prior to the election deadline.

Any holder may, at any time during the election period, change or revoke his, her or its election by written notice to the exchange agent prior to the election deadline accompanied by a properly completed and executed revised election form. If any election is not properly made with respect to any shares of VMware common stock (none of Broadcom, VMware or the exchange agent being under any duty to notify any holder of any such defect), such election will be deemed to be not in effect, and the shares of VMware common stock covered by such election will be deemed to be non-election shares, unless a proper election is thereafter timely made.

Any holder may, at any time during the election period, revoke his, her or its election by written notice received by the exchange agent prior to the election deadline or by withdrawal prior to the election deadline of his, her or its certificates, or of the guarantee of delivery of such certificates, previously deposited with the exchange agent. All elections will be automatically deemed revoked upon receipt by the exchange agent of written notification from the parties that the merger agreement has been terminated.

Subject to the election form, Broadcom, in the exercise of its reasonable, good faith discretion, will have the right to make all determinations, not inconsistent with the terms of the merger agreement, governing (i) the validity of the forms of election and compliance by any holder with the election procedures described in this “—Election Procedures” section, (ii) the method of issuance of shares of Broadcom common stock into which shares of VMware common stock are converted in the second merger and (iii) the method of payment of cash for shares of VMware common stock converted into the right to receive the cash consideration and cash in lieu of fractional shares of Broadcom common stock.

Prior to the effective time of the second merger, Broadcom will enter into an exchange agent agreement with a bank or trust company reasonably acceptable to VMware. Prior to or at the effective time of the second merger, Broadcom will deposit, or cause to be deposited, with the exchange agent (i) cash in immediately

Promptly (and within five business days) after the effective time of the second merger, Broadcom will cause the exchange agent to mail to each record holder of certificates who has not previously submitted an election notice with duly executed transmittal materials and whose shares of VMware common stock were converted in the second merger into the right to receive the merger consideration a letter of transmittal and instructions for surrendering VMware share certificates in exchange for payment of the merger consideration. Holders of book-entry shares whose shares of VMware common stock were converted in the second merger into the right to receive the merger consideration will not be required to deliver a certificate or an executed letter of transmittal to the exchange agent to receive the merger consideration. Upon surrender of VMware share certificates or book-entry shares and a duly executed letter of transmittal in the case of holders of certificates to the exchange agent (or to another agent appointed by Broadcom) in compliance with the instructions for surrender, such holders will be entitled to receive the merger consideration and any fractional share cash amounts.

Broadcom will instruct the exchange agent to accept the certificates upon compliance with such reasonable terms and conditions as the exchange agent may impose, to effect an orderly exchange in accordance with normal exchange practices. The time that any individual stockholder receives its, his or her merger consideration will vary depending on the underlying arrangements through which such stockholder holds its, his or her shares of VMware common stock.

In the event of a transfer of ownership of shares of VMware common stock that is not registered in VMware’s transfer or stock records, cash may be paid and/or shares may be issued to a person other than the person in whose name the surrendered VMware share certificate or book-entry share is registered if such certificate or book-entry share is presented to the exchange agent accompanied by all documents reasonably required to evidence and effect such transfer and to evidence to the reasonable satisfaction of the exchange agent and Broadcom that any applicable stock transfer or other similar taxes have been paid.

In the event that an VMware share certificate is lost, stolen or destroyed, the previous holder of the VMware share certificate may obtain the merger consideration and the amount of any owed dividends or distributions in respect of such certificate by (i) making an affidavit regarding the loss, theft or destruction of the VMware share certificate and (ii) if required by Broadcom or the exchange agent, providing an indemnity (in a reasonable amount as determined by Broadcom or the exchange agent) as indemnity against any claim that may be made against Broadcom, the surviving company in the third merger, VMWare Converted LLC or the exchange agent with respect to the lost, stolen or destroyed VMware share certificate.

No interest will be paid or accrue on any cash payable upon surrender of any VMware share certificates or in respect of any book-entry shares.

No dividends or other distributions with a record date after the effective time of the second merger with respect to Broadcom common stock will be paid to the holder of any shares of VMware common stock until such holder properly surrenders its shares in accordance with the procedures described in this “—Exchange and Payment Procedures” section. After proper surrender, Broadcom will cause such holder to be paid, without interest, (i) the amount of any dividends or other distributions with a record date after the effective time of the second merger and paid with respect to such shares of Broadcom common stock to which such holder is entitled pursuant to the merger agreement and (ii) at the appropriate payment date, the amount of any dividends or other distributions with a record date after the effective time of the second merger but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Broadcom common stock. After the effective time of the second merger, Broadcom will cause VMware to pay on the applicable payment

The shares of Broadcom common stock delivered and the cash paid in accordance with the terms of the merger agreement in respect of any shares of VMware common stock will be deemed to have been delivered and paid in full satisfaction of all rights pertaining to such shares of VMware common stock (subject to any appraisal rights pursuant to Section 262 of the DGCL). From and after the effective time of the second merger, all holders of VMware share certificates and book-entry shares will cease to have any rights as stockholders of VMware other than the right to receive the merger consideration upon the surrender of such shares (together with the fractional share cash amount and any dividends or other distributions to which such shares become entitled in accordance with the merger agreement), without interest. From and after the effective time of the second merger, the stock transfer books of VMware will be closed with respect to all shares of VMware common stock outstanding immediately prior to the effective time of the second merger. From and after the effective time of the second merger, there will be no further registration of transfers on the stock transfer books of VMware and any certificates or book-entry shares formerly representing shares of VMware common stock that are presented to Broadcom or the exchange agent for any reason will be cancelled and exchanged for the merger consideration in accordance with the terms of the merger agreement (subject to any appraisal rights pursuant to Section 262 of the DGCL).

None of the parties to the merger agreement or the exchange agent will be liable to any person with respect to any portion of the exchange fund or the merger consideration delivered to a public official if required by any applicable abandoned property, escheat or similar law. Further, any portion of the merger consideration that remains undistributed to holders of VMware share certificates and book-entry shares immediately prior to the date on which the merger consideration would otherwise escheat to or become the property of any governmental entity will, to the extent permitted by applicable law, become the property of Broadcom, free and clear of all claims or interest of any person previously entitled to such claims or interest.

Each party to the merger agreement, the exchange agent and any other person with a withholding obligation under applicable law will be entitled to deduct and withhold, from amounts otherwise payable pursuant to the merger agreement, any amounts required to be deducted or withheld with respect to such payment under the Code or any other applicable tax law. To the extent that amounts are so deducted or withheld and timely remitted to the appropriate governmental entity, such amounts will be treated for all purposes of the merger agreement as having been paid to the person in respect of which such deduction or withholding was made.

At the effective time of the second merger, each outstanding and in-the-money VMware stock option will become vested and will be cancelled in exchange for the right of the holder to receive, in respect of each net option share subject to such stock option, a payment equal to 50% of the cash consideration and 50% of the stock consideration, less applicable tax withholding. For this purpose, net option shares are calculated as the number of shares of VMware common stock having a value equal to the in-the-money value of the stock option based on the value of the merger consideration, with the value of the stock consideration calculated for such purpose based on the volume weighted average sale price of Broadcom common stock over the ten consecutive trading days ending on the second to last trading day immediately preceding the effective time of the second merger (referred to as the Broadcom trading price).

Pursuant to the terms of the merger agreement, VMware, the VMware board or the compensation committee of the VMware board, as applicable, will take all actions necessary pursuant to the terms of VMware’s employee stock purchase plan, as amended (referred to as the ESPP) to terminate the ESPP effective as of immediately prior to the effective time of the second merger, contingent upon the occurrence of the second merger, and to provide that, (i) no offering or purchase period will be continued or commenced under the ESPP, except for any offering or purchase period under VMware’s ESPP that was in effect on the date of the merger agreement (referred to as the current ESPP offering period); (ii) no new participants may elect to participate in the ESPP during the current ESPP offering period; and (iii) no participant may increase the participant’s payroll deductions with respect to the current ESPP offering period. The final exercise date under the current ESPP offering period shall be the earlier of (A) the normal exercise date for the current ESPP offering period and (B) five business days prior to the effective time of the second merger (such earlier date is referred to as the final exercise date). Each ESPP participant’s accumulated contributions under the ESPP will be used to purchase shares of VMware common stock in accordance with the terms of the ESPP as of the final exercise date, which shares will be treated in accordance with the terms of the merger agreement, and as promptly as practicable following the purchase of such shares in accordance with this sentence, VMware will return to each participant the funds, if any, that remain in such participant’s account after such purchase.

The merger agreement contains customary representations and warranties of the parties. These include representations and warranties of VMware, Holdco and Merger Sub 1 with respect to:

The merger agreement also contains customary representations and warranties of Broadcom and Broadcom Merger Subs, including among other things:

The representations and warranties made by the parties contained in the merger agreement are generally qualified by “material adverse effect,” as defined in the merger agreement and described below. The representations and warranties contained in the merger agreement will expire at the effective time of the second merger. The representations, warranties and covenants made by VMware, Holdco and Merger Sub 1 in the merger agreement are qualified by information contained in the confidential disclosure schedules delivered to Broadcom in connection with the execution of the merger agreement and by certain filings that VMware has made with the SEC prior to the date of the merger agreement, and the representations, warranties and covenants made by Broadcom and Broadcom Merger Subs in the merger agreement are qualified by information contained in the confidential disclosure schedules delivered to VMware in connection with the execution of the merger agreement and by certain filings that Broadcom has made with the SEC prior to the date of the merger agreement. Stockholders are not third-party beneficiaries of these representations, warranties and covenants under the merger agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of VMware or any of its affiliates or of Broadcom or any of its affiliates.

A “material adverse effect” with respect to VMware or Broadcom, as applicable, means any change, effect, development, circumstance, condition, fact, state of facts, event or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the financial condition, business, assets, liabilities or results of operations of Broadcom and its subsidiaries or VMware and its subsidiaries, as applicable, taken as a whole, except that no such change, effect, development, circumstance, condition, fact, state of facts, event or occurrence to the extent resulting or arising from any of the following will be deemed to constitute a material adverse effect or will be taken into account when determining whether a material adverse effect exists or has occurred or is reasonably expected to exist or occur:

The merger agreement provides for certain restrictions on VMware’s and its subsidiaries’ activities until the earlier of the effective time of the second merger or the date (if any) the merger agreement is validly terminated. In general, except as specifically required by the merger agreement, as required by applicable law or as consented to in writing by Broadcom (which may not be unreasonably withheld, conditioned or delayed), subject to specified exceptions set forth in the merger agreement and the confidential schedules thereto, each of VMware and its subsidiaries is required to conduct its business in a commercially reasonable manner and in all material respects in the ordinary course of business consistent with past practice and use commercially reasonable efforts

The merger agreement also provides for certain restrictions on Broadcom’s activities until the earlier of the effective time of the second merger or the date (if any) the merger agreement is validly terminated. In general, except as specifically required by the merger agreement, as required by applicable law or as consented to in

The merger agreement provides that from the date thereof until 11:59 p.m. Pacific time, on July 5, 2022 (referred to as the no-shop period start date), VMware and its subsidiaries and their respective representatives have the right to directly or indirectly:

Under the terms of the merger agreement, subject to certain exceptions described below and except as permitted under the prior paragraph, VMware has agreed that, from and after the date of the merger agreement until the earlier of the effective time of the second merger or the date (if any) the merger agreement is validly terminated, VMware will not, and VMware will cause its subsidiaries not to, and VMware will cause its and their other respective directors, officers, employees and other representatives not to, directly or indirectly:

We refer to the actions set forth in clauses (c), (d), (e), (f), (g) and (h) (to the extent related to the foregoing clause (c), (d), (e), (f) or (g)) above as a “change of recommendation.”

VMware will, and VMware will cause its subsidiaries to, and VMware will cause its and their other respective directors, officers, employees and other representatives to, immediately following the no-shop period start date, cease any and all existing solicitation, discussions or negotiations with any persons, or provision of any non-public information to any persons, with respect to any inquiry, proposal or offer that constitutes, or could reasonably be expected to lead to, an acquisition proposal;

VMware will promptly following the no-shop period start date (and in any event within three business days following the no-shop period start date), (x) request that each person (other than Broadcom) that previously executed a confidentiality agreement with VMware in connection with its consideration of an acquisition proposal or a potential acquisition proposal within the three years prior to the no-shop period start date promptly destroy or return to VMware all non-public information furnished by VMware or any of its representatives to such person or any of its representatives in accordance with the terms of such confidentiality agreement, and (y) terminate access to any physical or electronic data rooms relating to a possible acquisition proposal by any such person and its representatives.

Under the merger agreement and from and after the no-shop period start date, VMware must enforce, and not waive, terminate or modify without Broadcom’s prior written consent, any confidentiality, standstill or similar provision in any confidentiality, standstill or other agreement; however, if the VMware board determines in good faith after consultation with VMware’s outside legal counsel that the failure to waive a particular standstill provision, or other provision with similar effect, would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law, VMware may, without the prior written consent of Broadcom but with prior written notice to Broadcom, waive such standstill provision, or other provision with similar effect,

Notwithstanding the prohibitions described above, if from and following the no-shop period start date and prior to the VMware stockholders adopting the merger agreement, VMware receives a bona fide written acquisition proposal that did not result from a breach (other than a de minimis and unintentional breach) of VMware’s non-solicitation obligations, (a) VMware may contact the third party making such acquisition proposal solely to inform such person of VMware’s non-solicitation obligations or (b) VMware may furnish non-public information to such person, its representatives and debt financing sources, and engage in discussions or negotiations with such person and its representatives and financing sources, in each case with respect to the acquisition proposal, as long as prior to taking such action the VMware board determines in good faith, after consulting with VMware’s outside legal counsel and financial advisors, that such proposal constitutes, or could reasonably be expected to lead to, a superior proposal and prior to providing any such non-public information, (x) the person making the acquisition proposal enters into a confidentiality agreement that contains terms that taken as a whole. are not materially less favorable in the aggregate to VMware than those contained in the confidentiality agreement between Broadcom and VMware (it being understood that the confidentiality agreement is not required to include a standstill provision) and that does not in any way restrict VMware or its representatives from complying with its disclosure obligations under the merger agreement, and (y) VMware also provides Broadcom, prior to or substantially concurrently with the time such information is provided or made available to such person or its representatives, any non-public information furnished to such other person or its representatives that was not previously furnished to Broadcom.

Under the merger agreement, VMware is obligated to notify Broadcom promptly (and in any event within 24 hours) of any receipt by any director or officer of VMware or by any of VMware’s subsidiaries or its or their respective representatives of any acquisition proposal or any proposals or inquiries that could reasonably be expected to lead to an acquisition proposal, or any inquiry or request for non-public information relating to VMware or any VMware subsidiary by any person who has made or could reasonably be expected to make an acquisition proposal, provided notwithstanding the foregoing, between the date of the merger agreement and the no-shop period start date, VMware will only be required to notify Broadcom of any receipt by any director or officer of VMware or by any of VMware’s subsidiaries, or its or their respective representatives, of any acquisition proposal. The notice must include the identity of the person making the acquisition proposal, inquiry or request and the material terms and conditions of any such proposal or offer or the nature of the information requested pursuant to any such inquiry or request, including unredacted copies of all written requests, proposals or offers (including any proposed agreements received by VMware relating to such acquisition proposal) or, if such acquisition proposal is not in writing, a reasonably detailed written description of the material terms and conditions (with an amendments or proposed amendments to economic terms being deemed material for this purpose) thereof. VMware also must keep Broadcom reasonably informed on a prompt and timely basis of the status and material terms, including any material amendments or proposed amendments to such material terms (with any amendments or proposed amendments to economic terms being deemed material for this purpose) of any such acquisition proposal or potential acquisition proposal, and as to the nature of any information requested of VMware with respect thereto. VMware also must promptly provide (and in any event within the earlier of 48 hours and one business day) Broadcom with any material non-public information concerning VMware provided to any other person in connection with any acquisition proposal that was not previously provided to Broadcom. Without limiting the foregoing, VMware must promptly (and in any event within 24 hours after such determination) inform Broadcom in writing if VMware determines to begin providing information or to engage in discussions or negotiations concerning an acquisition proposal to the extent otherwise permitted by the merger agreement. VMware has agreed that it will not, directly or indirectly, enter into any agreement with any person which directly or indirectly prohibits VMware from providing any information to Broadcom in accordance with, or otherwise complying with, the obligations of VMware described in this paragraph.

Unless the merger agreement has been validly terminated, VMware is obligated not to take any action to exempt any person other than Broadcom or Broadcom Merger Subs from the restrictions on any “business combinations” contained in any applicable takeover statute or in VMware’s certificate of incorporation or bylaws, or otherwise cause such restrictions not to apply (other than actions consistent with actions taken in connection with the voting agreements prior to the approval of any transactions).

A “superior proposal” for purposes of the merger agreement means a bona fide, written acquisition proposal by a third party which the VMware board determines in good faith (after consultation with VMware’s outside legal counsel and financial advisors) to be more favorable to VMware’s stockholders from a financial point of view than the transactions, taking into account all relevant factors (including all the terms and conditions of such proposal or offer (including the transaction consideration, conditionality, timing, certainty of financing and/or regulatory approvals and likelihood of consummation) and the merger agreement (and any changes to the terms of the merger agreement proposed by Broadcom in response to any acquisition proposal)), although any acquisition proposal by the persons executing the voting agreements (or their affiliates) will not constitute a “superior proposal.” When determining whether an offer constitutes a superior proposal, references in the term “acquisition proposal” to “20%” or “80%” will be replaced with references to “70%” and “30%,” respectively.

The merger agreement requires the VMware board to recommend that VMware stockholders vote to adopt the merger agreement and not make a change of recommendation as described above. Notwithstanding the foregoing, prior to the VMware stockholders adopting the merger agreement:

Prior to making a change of recommendation for any reason set forth above, VMware must provide Broadcom four business days’ prior written notice advising Broadcom that it intends to make a change of recommendation. The notice must specify in reasonable detail the reasons for such change of recommendation due to an intervening event (as defined below), or the material terms and conditions of the acquisition proposal (including a copy of any proposed definitive agreement) for any change of recommendation due to a superior proposal. In each case, VMware must cause its representatives (including executive officers) to negotiate in good

An “intervening event” for purposes of the merger agreement is any event, change or development first occurring or arising after the date of the merger agreement that is material to VMware and its subsidiaries, taken as a whole, and was not known by or reasonably foreseeable to the VMware board as of the date of the merger agreement (or if known, the material consequences of which were not known or reasonably foreseeable to the VMware board as of the date of the merger agreement), except that in no event will the following events, changes or developments constitute an “intervening event”: (a) the receipt, existence or terms of an acquisition proposal or any matter relating thereto or consequence thereof or (b) changes in the market price or trading volume of shares of VMware common stock or Broadcom common stock or any other securities of VMware, Broadcom or their respective subsidiaries, or any change in credit rating or the fact that VMware meets or exceeds internal or published estimates, projections, forecasts or predictions for any period (except that the facts or occurrences giving rise or contributing to such changes may be taken into account to the extent not otherwise excluded).

Nothing in the merger agreement prohibits VMware or the VMware board from (a) disclosing to VMware’s stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act, (b) making any “stop, look and listen” communication to VMware’s stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act, or any similar statement in response to any publicly disclosed acquisition proposal, (c) making any factually accurate public statement that solely describes VMware’s receipt of an acquisition proposal, the terms thereof and the identity of the person making such acquisition proposal, and the operation of the merger agreement with respect thereto or (d) making any disclosure to the stockholders of VMware, if the VMware board determines in good faith (after consultation with VMware’s outside legal counsel) that the failure to so disclose would be reasonably likely to constitute a breach of the fiduciary duties of the VMware board under applicable law; provided that, in each case, any such disclosure also includes an express reaffirmation of the VMware’s board recommendation that VMware stockholders vote to adopt the merger agreement.

At the closing, VMware will deliver all notices and take other actions to facilitate the termination of all commitments and the repayment of all obligations outstanding under each of (i) the Term Loan Credit Agreement, dated as of September 2, 2021, by and among VMware, JPMorgan Chase Bank, N.A. and the lenders party thereto and (ii) the Five-Year Credit Agreement, dated as of September 2, 2021, by and among VMware, JPMorgan Chase Bank, N.A., the other borrowers party thereto and the other lenders party thereto (together, referred to as the credit facilities).

The merger agreement provides that from the date of the merger agreement until the earlier of the effective time of the second merger or the date (if any) the merger agreement is validly terminated, to the extent permitted by applicable law, VMware and its subsidiaries will give Broadcom and its representatives reasonable access during normal business hours and upon reasonable advance notice to VMware’s and its subsidiaries’ offices, properties, contracts, personnel, books and records (so long as any such access does not unreasonably interfere with VMware’s business), and will furnish as promptly as practicable to Broadcom all information concerning VMware’s business, properties and personnel as Broadcom reasonably requests (including information for the purposes of transition and integration planning). However, VMware is not required to provide access to or disclose information that may not be disclosed pursuant to certain contractual or legal restrictions or that is subject to attorney-client, attorney work product or other legal privilege, in each case subject to certain exceptions and requirements to make substitute arrangements.

The merger agreement provides that in connection with the evaluation of strategic transactions involving any assets, properties or businesses of Holdco, VMware or any subsidiary or business of the foregoing that Broadcom may undertake, Broadcom will be permitted to provide, with prior notice to VMware, information about such assets, properties or businesses to potential counterparties thereof (and their representatives) so long as (i) such potential counterparties are subject to a customary nondisclosure agreement with Broadcom (to which VMware is an express third party beneficiary) and (ii) promptly following the termination of the merger agreement in accordance with its terms, Broadcom shall request in writing that each such potential counterparty promptly destroy or return to VMware all non-public information of VMware furnished pursuant to such nondisclosure agreement.

Under the merger agreement, prior to the effective time of the second merger, VMware and its subsidiaries will, and will use their reasonable best efforts to cause their representatives to, provide all customary cooperation and all customary financial information, in each case, that is reasonably requested by Broadcom or Broadcom Merger Subs in connection with any financing obtained by Broadcom or Broadcom Merger Subs for the purpose of financing the transactions or any transaction undertaken in connection therewith, subject to certain limitations set forth in the merger agreement.

In addition, the merger agreement provides that VMware will, and will cause its subsidiaries to, deliver all notices and take all other actions reasonably requested by Broadcom that are required to facilitate in accordance with the terms thereof the termination of all commitments outstanding under VMware’s credit facilities, the repayment in full of all obligations, if any, outstanding thereunder, the release of all liens, if any, securing such obligations, and the release of guarantees in connection therewith on the closing date as of the effective time of the second merger, subject to certain limitations set forth in the merger agreement. The merger agreement also requires that VMware deliver to Broadcom at certain dates prior to the closing date customary draft and executed payoff letters and related guarantee and lien release documentation from the agent on behalf of the lenders under such credit agreements.

The merger agreement also provides that upon written request of Broadcom, VMware will, and will cause its subsidiaries to, execute and deliver, or cause to be executed and delivered, in each case, to the trustee under the indenture governing VMware’s outstanding senior notes at or prior to the effective time of the second merger, such documents or instruments required to comply with certain requirements of the indenture applicable to each series of VMware’s outstanding senior notes in connection with the first merger and/or second merger, and provide all assistance reasonably requested by Broadcom in connection with obtaining the execution of such instruments by the other parties required to execute such instruments and take any other actions reasonably requested by Broadcom that are customary or necessary in connection therewith, subject to certain limitations set forth in the merger agreement.

During the period commencing at the effective time of the second merger and ending on the first anniversary of the effective time of the second merger, Broadcom will provide, or will cause its subsidiaries to provide, each employee of VMware or any of its subsidiaries who continues to be employed by Broadcom or any of its subsidiaries following the effective time (referred to as a continuing employee) with (i) base salary at least equal to that in effect immediately prior to the effective time of the second merger; (ii) target incentive compensation opportunities (including cash and equity compensation) and health and welfare benefits (excluding severance) that are no less favorable, in the aggregate, than those in effect for such continuing employee prior to the effective time of the second merger; and (iii) severance benefits that are no less favorable than those provided to such continuing employee prior to the effective time of the second merger pursuant to certain plans set forth on the confidential disclosure schedules delivered to Broadcom in connection with the execution of the merger agreement.

For all purposes (including purposes of vesting, eligibility to participate and level of benefits but excluding eligibility to participate or benefit accrual under any defined benefit pension plan or any postemployment health

Under the merger agreement, for a period of six years after the effective time of the second merger, VMware Converted LLC must, and Broadcom must cause VMware Converted LLC to, indemnify and hold harmless, to the fullest extent permitted by applicable law and the organizational documents of VMware or its subsidiaries, or any indemnification agreements in existence as of the date of the merger agreement that were provided to Broadcom prior to the date of the merger agreement, each current and former director and officer of VMware and its subsidiaries against any costs and expenses in connection with any actual or threatened claims in respect of acts or omissions occurring or alleged to have occurred at or prior to the effective time of the second merger, whether asserted or claimed prior to, at or after the effective time of the second merger, in connection with such person serving as an officer, director, employee or agent of another corporation or of a limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity if such service was at the request of VMware.

In addition, for a period of six years following the effective time of the second merger, Broadcom is required to maintain in effect the provisions in the organizational documents of VMware and any indemnification agreements in existence as of the date of the merger agreement that were provided to Broadcom (except to the extent such agreement provides for an earlier termination) regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence as of the date of the merger agreement.

At or prior to the effective time of the second merger, VMware is required to purchase a directors’ and officers’ liability insurance and fiduciary liability insurance “tail” insurance policy for a period of six years after the effective time of the second merger with respect to matters arising at or prior to the effective time of the second merger, with a one-time cost not in excess of 300% of the last aggregate annual premium paid by VMware for its directors’ and officers’ liability insurance and fiduciary liability insurance prior to the date of the merger agreement, and if the cost of such “tail” insurance policy would otherwise exceed such amount, VMware may purchase as much coverage as reasonably practicable for such amount.

Pursuant to the merger agreement, one member of the VMware board of directors, to be mutually agreed by VMware and Broadcom, will be added to Broadcom’s board of directors.

The merger agreement contains additional agreements of Broadcom, Broadcom Merger Subs, VMware, Holdco and Merger Sub 1 relating to, among other things:

The respective obligations of each party to effect the transactions are subject to the satisfaction or waiver of the following conditions:

The obligations of Broadcom and Broadcom Merger Subs to effect the transactions are subject to the satisfaction or waiver of the following additional conditions:

The obligations of VMware, Holdco and Merger Sub 1 to effect the transactions are subject to the satisfaction or waiver of the following additional conditions:

Under the merger agreement, Broadcom and VMware are required to use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate the transactions as promptly as practicable, including:

In furtherance and not in limitation of the obligations described in the previous paragraph, the merger agreement requires Broadcom and VMware to:

In furtherance and not in limitation of the obligations described in the first paragraph of this section, each of Broadcom and VMware agrees to use its reasonable best efforts, and agrees to take any and all actions to avoid and, if necessary, eliminate, each and every impediment under any antitrust law that may be asserted by any governmental entity, so as to enable the closing of the transactions to occur no later than the outside date, including:

However, Broadcom is not required to (and VMware may not, without Broadcom’s prior written consent) offer, propose, negotiate, commit or agree to take or effect any (1) regulatory action (A) that would have, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on Broadcom and its subsidiaries (including VMware and its subsidiaries), taken as a whole after giving effect to the transactions, but, in each case, measured on a scale relative to the size of VMware and its subsidiaries, taken as a whole, prior to the transactions or (B) that involves or relates to any sales, divestitures or dispositions of any assets, products or businesses of the semiconductor solutions segment of Broadcom or of any other assets, products or businesses of Broadcom that are not part of the Broadcom Software Group or (2) provision (in any consent decree or otherwise) requiring the prior approval of a governmental entity, unless such provision is required by the FTC or the DOJ in order to obtain the clearance of the transactions under the HSR Act and applies solely to future transactions to acquire businesses primarily selling products in the same product markets as the products that Broadcom was required to, and agreed to, sell, divest or dispose pursuant to the covenant in the merger agreement described in the prior paragraph. Additionally, nothing in the merger agreement requires Broadcom to commit to or effect any action or agreement that is not conditioned upon the consummation of the transactions.

Without limiting Broadcom’s obligation described above to use reasonable best efforts to take all steps as may be necessary, subject to the limitations described above, to obtain all required approvals, Broadcom and VMware have agreed that Broadcom will control the ultimate strategy and timing for securing approvals and expiration of relevant waiting periods under antitrust laws, taking into account in good faith any comments of VMware or its representatives relating to such strategy.

Each of the parties agree that, from the date of the merger agreement until the earlier of the effective time of the second merger and the date, if any, on which the merger agreement is terminated in accordance with its terms, it shall not consummate, enter into any agreement providing for, or announce any investment, acquisition, divestiture, merger or other business combination that would reasonably be expected to materially delay or prevent the consummation of the transactions.

The merger agreement may be terminated at any time before the effective time of the second merger by Broadcom if:

Except as otherwise expressly provided in the merger agreement (including the termination fees described below), all costs and expenses incurred in connection with the merger agreement and the transactions contemplated thereby will be paid by the party incurring the cost or expense.

(a) Broadcom or VMware terminates the merger agreement because the special meeting (including any adjournments or postponements thereof) has concluded and the VMware stockholders have not adopted the merger agreement, (b) after the date of the merger agreement and prior to the date of such termination, an acquisition proposal is publicly disclosed (whether by VMware or a third party) and not publicly withdrawn at least three business days prior to the special meeting and (c) within twelve months of such termination, an acquisition proposal is consummated or a definitive agreement providing for an acquisition proposal is entered into;

(a) after the date of the merger agreement and prior to termination of the merger agreement, an acquisition proposal is made to the VMware board or management or becomes publicly disclosed (whether by VMware or a third party) and not publicly withdrawn at least three business days prior to such termination, (b) (i) Broadcom or VMware terminates the merger agreement due to the effective time of the second merger not having occurred on or prior to the outside date or (ii) Broadcom terminates the merger agreement due to VMware’s breach of or failure to perform or comply with, one or more of its covenants or agreements under the merger agreement following the making of such acquisition proposal and (c) within twelve months of such termination, an acquisition proposal is consummated or a definitive agreement providing for an acquisition proposal is entered into;

Broadcom terminates the merger agreement because the VMware board has effected a change of recommendation or VMware has willfully breached in a material respect its obligations described under “Go Shop; No Solicitation of Other Offers by VMware” or “Change of Recommendation; Match Rights”; or

VMware terminates the merger agreement in order to enter into a definitive agreement providing for a superior proposal; provided that the termination fee will be $750 million instead of $1.5 billion if the termination occurs prior to the no-shop period start date.

When determining whether VMware will pay Broadcom a termination fee, the term “acquisition proposal” has the meaning assigned to such term as described under “Go Shop; No Solicitation of Other Offers by VMware,” except that all references to “20%” and “80%” will be replaced with references to “50%.”

In no event will VMware be obligated to pay the termination fee on more than one occasion. In the event that the termination fee is received by Broadcom and, if applicable, costs and expenses in accordance with the merger agreement, none of VMware, any of its subsidiaries, any of their respective former, current or future officers, directors, partners, stockholders, managers, members, affiliates or agents will have any further liability or with respect to the merger agreement or the transactions contemplated by the merger agreement to Broadcom or Broadcom Merger Subs or any of their respective representatives or affiliates, and payment of the termination fee and such costs and expenses will be Broadcom’s sole and exclusive remedy.

Broadcom or VMware terminates the merger agreement due to the effective time of the second merger not having occurred on or prior to the outside date, and, at the time of such termination, the condition relating to antitrust approvals or the condition relating to no injunction (to the extent the relevant injunction or order is in respect of, or any such law is, the HSR Act or any other antitrust law) has not been satisfied and all of the other conditions and those conditions that by their nature are to be satisfied on the closing date of the transactions (if such conditions would be satisfied were the closing of the transactions to occur at the time of such termination), shall have been satisfied or waived; or

In no event will Broadcom be obligated to pay the termination fee on more than one occasion. In the event that the termination fee is received by VMware, and, if applicable, costs and expenses in accordance with the merger agreement, none of Broadcom, any of its subsidiaries, any of their respective former, current or future officers, directors, partners, stockholders, managers, members, affiliates or agents will have any further liability with respect to the merger agreement or the transactions contemplated by the merger agreement to VMware, Holdco or Merger Sub 1 or any of their respective representatives or affiliates, and payment of the termination fee and such costs and expenses will be VMware’s sole and exclusive remedy.

In the event of termination of the merger agreement in accordance with the terms of the merger agreement, the merger agreement will become void (except that provisions relating to the effect of termination, payment of the termination fees and certain other miscellaneous provisions, together with the confidentiality agreement between VMware and Broadcom, will survive any such termination), and there will be no liability on the part of any of the parties, except that no party will be relieved of liability for fraud.

Other than in respect of certain actions against the parties providing financing to Broadcom or Broadcom Merger Subs in connection with the transactions contemplated by the merger agreement (which actions will be governed by the laws of the State of New York), the merger agreement is governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the law of any other state.

Concurrently with the execution of the merger agreement, on May 26, 2022, Broadcom entered into (i) a voting agreement (referred to as the MSD voting agreement) with the MSD stockholders and (ii) a voting agreement (referred to as the SL voting agreement) with the SL stockholders. The following section summarizes material provisions of the voting agreements. This summary does not purport to be complete and may not contain all of the information about the voting agreements that is important to you. This summary is subject to, and qualified in its entirety by reference to, the MSD voting agreement, which is attached as Annex B to this proxy statement/prospectus, and the SL voting agreement, which is attached as Annex C to this proxy statement/prospectus, each of which are incorporated by reference into this proxy statement/prospectus. The rights and obligations of the parties are governed by the express terms and conditions of the voting agreements and not by this summary or any other information contained in this proxy statement/prospectus. You are urged to read the voting agreements carefully and in their entirety before making any decisions regarding the merger agreement.

Subject to the terms and conditions of the MSD voting agreement, the MSD stockholders have agreed, among other things, to vote all of the shares of VMware common stock held by them (i) in favor of (1) the adoption of the merger agreement and (2) any proposal to adjourn or postpone the VMware special meeting to a later date if there are not sufficient votes to approve the adoption of the merger agreement, and (ii) against (1) any action or agreement that would reasonably be expected to result in any condition to the consummation of the transactions set forth in the merger agreement not being fulfilled, (2) any acquisition proposal, any agreement or commitment providing for any acquisition proposal (any such agreement or commitment referred to as a company acquisition agreement), or any of the transactions contemplated thereby, (3) any action which would reasonably be expected to prevent, impair, materially delay or materially adversely affect the consummation of the transactions contemplated by the merger agreement and (4) any action which would reasonably be expected to result in a material breach of any representation, warranty, covenant or agreement of VMware in the merger agreement. Pursuant to the MSD voting agreement and, subject to certain exceptions, the MSD stockholders have also agreed not to transfer or pledge any of their shares of VMware common stock during the term of the MSD voting agreement.

Except for certain obligations set forth therein, the MSD voting agreement will terminate upon the earliest of (i) the completion of the transactions in accordance with the terms and conditions set forth in the merger agreement, (ii) the termination of the merger agreement in accordance with its terms, (iii) VMware delivering notice to Broadcom at any time following a change of recommendation of the VMware board of directors that VMware’s stockholders adopt the merger agreement, in compliance with the merger agreement, (iv) the MSD stockholders delivering written notice to Broadcom that they are terminating the MSD voting agreement at any time following an amendment or modification to the merger agreement that alters or changes the amount or form of consideration to be paid to VMware’s stockholders in connection with the transactions or otherwise amends or modifies the merger agreement in a manner adverse in any material respect to the MSD stockholders and (v) the termination of the MSD voting agreement by mutual written consent of the parties thereto.

As of September 30, 2022, the MSD stockholders beneficially owned approximately 39.9% of the outstanding shares of VMware common stock.

Subject to the terms and conditions of the SL voting agreement, the SL stockholders have agreed, among other things, to vote all of the shares of VMware common stock held by them (i) in favor of (1) the adoption of the merger agreement and (2) any proposal to adjourn or postpone the VMware special meeting to a later date if there are not sufficient votes to approve the adoption of the merger agreement, and (ii) against (1) any action or agreement that would reasonably be expected to result in any condition to the consummation of the transactions set forth in the merger agreement not being fulfilled, (2) any company acquisition agreement, or any of the transactions contemplated thereby, (3) any action which would reasonably be expected to prevent, impair, materially delay or materially adversely affect the consummation of the transactions contemplated by the merger agreement and (4) any action which would reasonably be expected to result in a material breach of any representation, warranty, covenant or agreement of VMware in the merger agreement. Pursuant to the SL voting

Except for certain obligations set forth therein, the SL voting agreement will terminate upon the earliest of (i) the completion of the transactions in accordance with the terms and conditions set forth in the merger agreement, (ii) the termination of the merger agreement in accordance with its terms, (iii) VMware delivering notice to Broadcom at any time following a change of recommendation of the VMware board of directors that VMware’s stockholders adopt the merger agreement, in compliance with the merger agreement (iv) the SL stockholders delivering written notice to Broadcom that they are terminating the SL voting agreement at any time following an amendment or modification to the merger agreement that alters or changes the amount or form of consideration to be paid to VMware’s stockholders in connection with the transactions or otherwise amends or modifies the merger agreement in a manner adverse in any material respect to the SL stockholders and (v) the termination of the SL voting agreement by mutual written consent of the parties thereto.

As of September 30, 2022, the SL stockholders beneficially owned approximately 9.9% of the outstanding shares of VMware common stock.

It is not presently expected that any matters other than those discussed herein will be brought before the VMware special meeting. If, however, other matters properly come before the special meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the VMware board of directors may recommend.

The following unaudited pro forma condensed combined financial information presents the pro forma effects of the acquisition of VMware by Broadcom.

On May 26, 2022, VMware, Broadcom, Holdco, Merger Sub 1, and Broadcom Merger Subs entered into the merger agreement. Pursuant to the terms of the merger agreement, (i) Merger Sub 1 will merge with and into VMware, with VMware surviving the first merger and becoming a wholly owned subsidiary of Holdco, (ii) following the effective time of the first merger, VMware, the surviving company of the first merger, will be converted into a Delaware limited liability company, (iii) following the effective time of the LLC conversion, Merger Sub 2 will merge with and into Holdco, with Holdco surviving the second merger and becoming a wholly owned subsidiary of Broadcom, and (iv) following the effective time of the second merger, Holdco, the surviving company of the second merger, will merge with and into Merger Sub 3, with Merger Sub 3 surviving the third merger as a wholly owned subsidiary of Broadcom. See the section titled “The Transactions” for additional information on the effects of the transactions mentioned here.

As a result of the transactions, each share of VMware common stock issued and outstanding immediately prior to the effective time of the second merger will be indirectly converted into the right to receive, at the election of each holder of such share of VMware common stock, and subject to proration in accordance with the merger agreement, either:

The shareholder election will be subject to a proration mechanism, such that the total number of shares of VMware common stock entitled to receive the cash consideration, and the total number of shares of VMware common stock entitled to receive the stock consideration, will, in each case, be equal to 50% of the aggregate number of shares of VMware common stock issued and outstanding immediately prior to the effective time of the second merger. See the section titled “The Transactions — Merger Consideration” for additional information regarding the merger consideration.

The transactions will be treated as a business combination for accounting purposes. Broadcom is determined to be the accounting acquirer after taking into account the relative share ownership, the composition of the governing body of the combined entity, and the designation of certain senior management positions. The purchase price of the transactions will be allocated to the assets acquired and liabilities assumed based on their preliminary fair values at the closing date.

In connection with the merger agreement, Broadcom entered into a debt commitment letter with certain financial institutions that committed to provide, subject to the terms and conditions set forth therein, a senior unsecured bridge facility in an aggregate principal amount of $32.0 billion. See the section titled “The Transactions — Financing of the Transactions” for additional information regarding the anticipated financing of the transactions.

Broadcom plans to fund the cash portion of the transactions through a combination of (i) cash on hand and (ii) new debt financing. Broadcom intends to borrow $32.0 billion for the transactions. Broadcom expects to replace the commitments in respect of the bridge facility prior to the consummation of the transactions with the proceeds from the issuance of one or more series of senior unsecured debt securities and/or other incurrences of indebtedness. Since terms of the senior unsecured debt securities and/or other indebtedness are currently unavailable, the unaudited pro forma condensed combined financial information is prepared using the terms of the bridge facility, as further discussed in Note 6.