UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d)

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

Date of Report (Date of earliest event reported): April 49, 2018 (April 25, 2018)

Broadcom ~~Limited~~Pte. Ltd.

~~Broadcom~~(Exact ~~Cayman~~name ~~L.P.~~of registrants as specified in its charter)

(Exact name of registrant as specified in its charter)

Singapore

001-37690

98-1254807

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Singapore Cayman Islands	001-37690 333-205938-01	98-1254807 98-1254815
1 Yishun Avenue 7 Singapore 768923	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(Address of principal executive offices)	(Zip Code)
Broadcom Limited 1 Yishun Avenue 7 Singapore 768923 Broadcom Cayman L.P. c/o Broadcom Limited 1 Yishuan Avenue 7 Singapore 768923		N/A
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (65) 6755-7888

N/ A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Introductory~~Item ~~Note~~3.03 Material Modification to Rights of Security Holders

~~Completion~~On April 9, 2018, Broadcom Inc., a Delaware corporation, became a guarantor of ~~Redomiciliation~~the Notes (as defined below) and entered into supplemental indentures with the Issuers and the Trustee (each as defined below), dated as of April 9, 2018 (the “Supplemental Indentures”), to (a) that certain Indenture dated as of January 19, 2017 (as amended or supplemented as of the date hereof, the “January 2017 Indenture”), among Broadcom Corporation, a Delaware corporation, as issuer (“Broadcom Corporation”), Broadcom Cayman Finance Limited, an exempted company incorporated with limited liability in the Cayman Islands, as co-issuer (“Cayman Finance” and, together with Broadcom Corporation, the “Issuers”), Broadcom Limited, a public company limited by shares incorporated under the laws of the Republic of Singapore (the “Company”), as a guarantor, Broadcom Cayman L.P., an exempted limited partnership registered under the laws of the Cayman Islands, acting through the Company, its general partner, as a guarantor (“Broadcom Cayman LP”), and Wilmington Trust, National Association, as trustee (the “Trustee”), in respect of the Issuers’ 2.375% Senior Notes due 2020, the Issuers’ 3.000% Senior Notes due 2022, the Issuers’ 3.625% Senior Notes due 2024 and the Issuers’ 3.875% Senior Notes due 2027 (collectively, the “January 2017 Notes”) and (b) that certain Indenture, dated as of October 17, 2017 (as amended or supplemented as of the date hereof, the “October 2017 Indenture” and, together with the January 2017 Indenture, the “Indentures” and each an “Indenture”), among the Issuers, the Company, Broadcom Cayman LP and the Trustee in respect of the Issuers’ 2.200% Senior Notes due 2021, the Issuers’ 2.650% Senior Notes due 2023, the Issuers’ 3.125% Senior Notes due 2025 and the Issuers’ 3.500% Senior Notes due 2028 (collectively, the “October 2017 Notes” and, together with the January 2017 Notes, the “Notes”). In addition, Broadcom Cayman LP was released from its guarantee of the Notes under each of the Indentures in accordance with their terms.

~~As part~~The offoregoing ~~the~~is ~~previously~~only ~~announced~~a ~~plan~~brief todescription ~~restructure the Broadcom corporate group to cause the publicly traded parent company~~ of the ~~Broadcom~~Supplemental ~~group~~Indentures ~~to be a Delaware corporation (the “Redomiciliation Transaction”), on April 2, 2018, Broadcom Inc., a Delaware corporation (“Broadcom-Delaware”)~~ and ~~Broadcom~~is ~~Limited,~~qualified ain ~~public~~its ~~company~~entirety ~~limited~~ by ~~shares~~reference ~~incorporated~~to ~~under~~ the ~~laws~~Supplemental ~~of the Republic of Singapore (“Broadcom-Singapore”)~~Indentures, ~~received approval~~copies ~~(the “Court Approval Order”) from the High Court~~ of ~~the Republic of Singapore of a statutory scheme of arrangement under Singapore law (the “Scheme of Arrangement”) previously approved by Broadcom-Singapore shareholders, and pursuant to~~ which ~~all~~is ~~issued~~filed ~~ordinary shares in the capital of Broadcom-Singapore~~ as ofExhibits ~~immediately~~4.1 ~~prior~~and to4.2 ~~the~~and ~~effective~~are ~~time~~incorporated ofherein ~~the~~by ~~Scheme of Arrangement would be exchanged, on a one-for-one basis, for newly issued shares of common stock of Broadcom-Delaware~~reference.

~~After~~Item ~~the~~5.03 ~~close of~~Amendments ~~market~~to ~~trading~~Articles ~~on April 4, 2018, Broadcom-Singapore lodged the Court Approval Order with the Accounting and Corporate Regulatory Authority~~ of ~~Singapore,~~Incorporation ~~the~~or ~~Scheme~~Bylaws; ofChange ~~Arrangement~~in ~~became~~Fiscal ~~effective and binding on all shareholders of Broadcom-Singapore, and Broadcom-Singapore became a subsidiary of Broadcom-Delaware, thereby completing the Redomiciliation Transaction~~Year.

AsOn ~~part~~April 5, of2018, the Company ~~Redomiciliation~~filed ~~Transaction~~a ~~and~~special ~~pursuant~~resolution towith ~~an amendment to~~ the ~~Amended~~Accounting and ~~Restated~~Corporate ~~Limited~~Regulatory ~~Partnership~~Authority ~~Agreement~~ of ~~Broadcom Cayman~~Singapore ~~L.P.~~to ~~(the~~convert ~~“Partnership”~~to ~~and~~a ~~such~~private ~~agreement,~~company aslimited ~~amended,~~by ~~the~~shares ~~“Partnership~~incorporated ~~Agreement”)~~under ~~which was executed on March 23, 2018 with~~ the ~~requisite~~laws ~~consent~~ of the ~~limited~~Republic ~~partners~~of ~~party~~Singapore ~~thereto, all outstanding exchangeable limited partnership units~~ (the “~~LP Units~~Conversion”). ofIn connection with the ~~Partnership~~Conversion, ~~(other~~the ~~than~~Company ~~any~~changed ~~LP Units held by Broadcom-Singapore and~~ its ~~subsidiaries)~~legal ~~were~~name ~~mandatorily~~from ~~exchanged (the~~ “~~Mandatory~~Broadcom ~~Exchange~~Limited”) onto a“Broadcom ~~one-for-one~~Pte. ~~basis~~Ltd.” ~~for~~and ~~newly~~amended ~~issued~~its ~~shares~~Constitution, ~~of common stock of Broadcom-Delaware immediately prior to the~~ effective ~~time~~as of ~~the~~April 5, ~~Scheme of Arrangement~~2018. AsA acopy ~~result, all outstanding limited partners~~ of the ~~Partnership~~Constitution ~~have become common stockholders~~ of ~~Broadcom-Delaware. In addition, all related outstanding special preference shares in~~ the ~~capital~~Company ~~of Broadcom-Singapore were automatically redeemed pursuant to~~is ~~Broadcom-Singapore’s~~attached ~~governing~~hereto ~~documents~~as ~~upon~~Exhibit ~~the~~3.1 ~~Mandatory~~and ~~Exchange~~is ofincorporated ~~the~~herein LPby ~~Units~~reference.

~~The~~Item Broadcom-Delaware common stock issued in exchange for Broadcom-Singapore ordinary shares pursuant to the Scheme of Arrangement was exempt from registration under Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”). Please refer to the definitive proxy statement (the “Redomiciliation Proxy Statement”) on Schedule 14A of Broadcom-Singapore filed on March 9~~, 2018 with the U~~.S.01 ~~Securities~~Financial Statements and ~~Exchange Commission (the “SEC”) for additional information about the Redomiciliation Transaction~~Exhibits.

~~Prior to the Redomiciliation Transaction, Broadcom-Singapore’s ordinary shares were registered pursuant to Section 12~~(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and listed on the NASDAQ Global Select Market (“NASDAQ”). Broadcom-Singapore’s ordinary shares will be suspended from trading on NASDAQ prior to the open of trading on April 5, 2018, and Broadcom-Singapore has requested that NASDAQ file with the SEC an application on Form 25 to delist the Broadcom-Singapore ordinary shares from NASDAQ and from registration under Section 12(b) of the Exchange Act. Broadcom-Singapore expects to file a Form 15 with the SEC to terminate the registration under the Exchange Act of Broadcom-Singapore ordinary shares and suspend all of its reporting obligations under Sections 12(g) and 15(d) ofExhibits ~~the Exchange Act ten days after the date such Form 25 is filed.~~

Pursuant to Rule 12g-3(a) under the Exchange Act, Broadcom-Delaware is the successor issuer to Broadcom-Singapore, Broadcom-Delaware’s common stock is deemed to be registered under Section 12(b) of the Exchange Act, and Broadcom-Delaware is subject to the periodic and current reporting requirements of the Exchange Act and the rules and regulations promulgated thereunder. Broadcom-Delaware hereby reports this succession in accordance with Rule 12g-3(f) under the Exchange Act. Broadcom-Delaware’s common stock will begin trading on NASDAQ at the start of trading on April 5, 2018 and will trade under the symbol “AVGO”, which is the same symbol under which Broadcom-Singapore ordinary shares previously traded. The CUSIP number for Broadcom-Delaware’s common stock is 11135F 101.


Exhibit Number		Exhibit Description

3.1		Constitution of Broadcom Pte. Ltd., adopted as of April 4, 2018.

4.1		Supplemental Indenture to the January 2017 Indenture, dated as of April 9, 2018.

4.2		Supplemental Indenture to the October 2017 Indenture, dated as of April 9, 2018.

InSIGNATURE addition, prior to the Redomiciliation Transaction, the Partnership’s LP Units were registered pursuant to Section 12(g) of the Exchange Act due to the number of record holders of LP Units and, as a result, the Partnership was subject to the periodic and current reporting requirements of the Exchange Act and the rules and regulations promulgated thereunder. Subsequent to the Mandatory Exchange of LP Units, there is now only one beneficial owner of LP Units. Broadcom-Singapore expects to file (on behalf of the Partnership) a Form 15 with the SEC to terminate the registration under the Exchange Act of the LP Units and suspend all of the reporting obligations of the Partnership under Sections 12(g) and 15(d) of the Exchange Act on, or as promptly as reasonably practicable following, the date hereof.

~~Item~~Pursuant ~~3.01.~~to ~~Notice~~the requirements of ~~Delisting~~the orSecurities ~~Failure~~Exchange Act of 1934, the registrant has duly caused this report to ~~Satisfy~~be asigned ~~Continued~~on ~~Listing~~its ~~Rule~~behalf orby ~~Standard;~~the ~~Transfer~~undersigned hereunto ofduly ~~Listing~~authorized.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.03. Material Modification to the Rights of Security Holders.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Directors

In connection with the Redomiciliation Transaction and following the 2018 AGM (as defined below in Item 5.07), all directors of Broadcom-Singapore resigned as members of the Broadcom-Singapore board of directors with the exception of Hock E. Tan, Henry Samueli, Ph.D. and Check Kian Low.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On April 4, 2018, Broadcom-Singapore held its 2018 Annual General Meeting (“2018 AGM”). Holders of Broadcom-Singapore’s ordinary shares and special preference shares, voting as a single class, voted on the following matters:

(1) To elect 10 members to Broadcom-Singapore’s board of directors (the “Board”);

(2) To approve the re-appointment of PricewaterhouseCoopers LLP as Broadcom-Singapore’s independent registered public accounting firm and independent Singapore auditor for the fiscal year ending November 4, 2018 and to authorize the Audit Committee of the Board to fix its remuneration for services provided through Broadcom-Singapore’s 2019 Annual General Meeting of Shareholders (the “2019 AGM”), as set forth in the notice of, and proxy statement relating to, Broadcom-Singapore’s Annual General Meeting (together, the “Notice and Proxy Statement”) ;

(3) To approve the general authorization for the directors of Broadcom-Singapore to allot and issue ordinary shares of Broadcom-Singapore, as set forth in the Notice and Proxy Statement;

(4) Non-binding, advisory vote to approve the compensation of Broadcom-Singapore’s named executive officers, as disclosed in “Compensation Discussion and Analysis” and in the compensation table and accompanying narrative disclosure under “Executive Compensation” in Broadcom-Singapore’s proxy statement relating to its 2018 AGM.

For each of these proposals a quorum was present. The votes cast in connection with such matters were as follows:

(1) Election of Directors:

	Name	For		Against		Abstain		BrokerNon-Votes
(a)	Hock E. Tan		359,409,828		1,074,670		278,968		24,490,134
(b)	James V. Diller		343,973,973		8,617,298		8,172,195		24,490,134
(c)	Gayla J. Delly		360,297,702		160,928		304,836		24,490,134
(d)	Lewis C. Eggebrecht		354,096,716		5,909,296		757,454		24,490,134
(e)	Kenneth Y. Hao		358,433,836		2,023,499		306,131		24,490,134
(f)	Eddy Hartenstein		351,904,568		7,915,587		943,311		24,490,134
(g)	Check Kian Low		358,549,054		1,455,990		758,422		24,490,134
(h)	Donald Macleod		354,122,536		5,886,404		754,526		24,490,134
(i)	Peter J. Marks		358,554,586		1,452,526		756,354		24,490,134
(j)	Henry S. Samueli		359,003,547		1,460,303		299,616		24,490,134

(2) Re-appointment of PricewaterhouseCoopers LLP:

For				Against				Abstain				BrokerNon-Votes
	380,622,791				4,252,864				377,945				0

(3) Approval of General Authorization for Directors to Issue Shares:

For		Against		Abstain		Broker Non-Votes
366,513,316		18,382,877		357,407		0

(4) Non-binding Advisory Vote to Approve Named Executive Compensation:

For				Against				Abstain				BrokerNon-Votes
	224,613,068				135,711,236				439,162				24,490,134

Each of the director nominees was elected and each of proposals 2-4 was approved by Broadcom-Singapore’s shareholders.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

		Broadcom Limited
Date: April 4, 2018	By:	/s/ Thomas H. Krause, Jr.
		Thomas H. Krause, Jr.
		Chief Financial Officer

		Broadcom Cayman L.P., by its general partner Broadcom Limited
Date: April 4, 2018	By:	/s/ Thomas H. Krause, Jr.
		Thomas H. Krause, Jr.
		Chief Financial Officer

Broadcom Pte. Ltd.

Date: April 9, 2018

/s/ Thomas H. Krause, Jr.

Thomas H. Krause, Jr.

Chief Financial Officer

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