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Avago’s $6.6 Billion LSI Acquisition: Terms, Rationale and What Followed

Avago agreed to acquire LSI for $11.15 per share in cash and completed the approximately $6.6 billion deal in May 2014. Here are the rationale, financing and subsequent Seagate asset-sale agreement.
From TheFinanceBase Team2 min to read
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Avago Technologies agreed to acquire LSI Corporation for $11.15 per share in cash, a transaction valued at $6.6 billion, on December 16, 2013. Avago completed the purchase on May 6, 2014. Later that month, it agreed to sell assets from two LSI flash-related divisions to Seagate for $450 million in cash.

What Avago agreed to buy—and for how much

The definitive agreement announced December 16, 2013, covered LSI Corporation at $11.15 per share in cash. The companies valued the transaction at $6.6 billion. The price per share is the offer to LSI shareholders; the $6.6 billion figure is the stated value of the overall transaction, not an additional payment to each shareholder. Avago and LSI’s December 16, 2013 announcement filed with the SEC set out those terms.

Why Avago wanted LSI

Avago’s stated strategic aim was to add enterprise storage to its wired infrastructure, wireless and industrial businesses. The companies said they intended to create “a highly diversified semiconductor market leader with approximately $5 billion in annual revenues.” That revenue figure was an announcement-era projection for the combined company, not a reported result after the acquisition.

The announcement also forecast $200 million in annual operating synergies by the end of fiscal 2015. This was a forward-looking target; the available transaction materials do not establish whether Avago ultimately achieved it. The joint announcement is the source for both projections.

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When the acquisition closed and how it was financed

Avago completed the all-cash acquisition on May 6, 2014, at the agreed $11.15 per share, for approximately $6.6 billion. The closing release confirmed the announcement’s price and transaction value. Avago’s May 6, 2014 closing announcement documents completion.

LSI’s SEC-filed closing Form 8-K described three financing sources: approximately $1 billion from the combined company’s balance sheet, a $4.6 billion term loan, and a $1 billion investment by a Silver Lake-affiliated entity in seven-year convertible notes carrying 2% interest. These are components of the disclosed financing, distinct from the per-share purchase price and total transaction value. LSI’s May 2014 Form 8-K provides the financing details.

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What happened to LSI’s flash businesses

On May 29, 2014, Seagate and Avago announced an agreement for Seagate to acquire the assets of LSI’s Accelerated Solutions Division and Flash Components Division for $450 million in cash. This was an agreement covering assets from two divisions, not a reversal of Avago’s completed purchase of LSI as a whole. Seagate’s announcement establishes the agreement and price; it does not, by itself, establish when or whether the asset acquisition later closed. Seagate’s May 29, 2014 announcement describes the planned asset purchase.

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