8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 3, 2009

Avago Technologies Finance Pte. Ltd.

(Exact name of registrant as specified in its charter)

Singapore	333-137664	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1 Yishun Avenue 7 Singapore 768923	N/A
(Address of principal executive offices)	(Zip Code)

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

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))

Item 2.02. Results of Operations and Financial Condition

On September 3, 2009, Avago Technologies Finance Pte. Ltd. (the “Company”) distributed certain financial information for its third fiscal quarter ended August 2, 2009.

The foregoing description is qualified in its entirety by reference to the “Reconciliation of Net Income(Loss) to EBITDA and Adjusted EBITDA – Unaudited,” a copy of which is attached hereto as Exhibit 99.1.

Item 7.01. Regulation FD Disclosure

On September 3, 2009, the Company announced that it had commenced a cash tender offer to purchase up to $250 million aggregate principal amount of its outstanding notes.

The foregoing description is qualified in its entirety by reference to the press release dated September 3, 2009, a copy of which is attached hereto as Exhibit 99.2.

The information contained herein and in the accompanying exhibits shall not be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibits hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Avago Technologies Finance Pte. Ltd. Reconciliation of Net Income(Loss) to EBITDA and Adjusted EBITDA – Unaudited
99.2	Press release dated September 3, 2009 entitled “Avago Technologies Announces Cash Tender Offer for Outstanding Notes”

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, thereunto duly authorized.

Date: September 3, 2009
	Avago Technologies Finance Pte. Ltd.
	By:	/s/    Douglas R. Bettinger
	Name:	Douglas R. Bettinger
	Title:	Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Avago Technologies Finance Pte. Ltd. Reconciliation of Net Income(Loss) to EBITDA and Adjusted EBITDA – Unaudited
99.2	Press release dated September 3, 2009 entitled “Avago Technologies Announces Cash Tender Offer for Outstanding Notes”

EX-99.1

Exhibit 99.1

AVAGO TECHNOLOGIES FINANCE PTE. LTD.

RECONCILIATION OF NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA – UNAUDITED

(IN MILLIONS)

	Quarter ended								Three quarters ended
	August 2, 2009		May 3, 2009			August 3, 2008			August 2, 2009			August 3, 2008
Net income (loss)	$	2	$	(31	)	$	44		$	(23	)	$	65
Interest expense		20		20			20			58			65
Provision for (benefit from) income taxes		6		(2	)		5			9			12
Depreciation and amortization expense		40		39			40			120			117
EBITDA		68		26			109			164			259
Restructuring and other unusual charges		16		10			7			38			14
Purchase accounting adjustments		—		—			—			—			1
Share-based compensation		3		4			3			7			12
(Gain) loss on extinguishment of debt		—		—			—			(1	)		10
Income from and gain on discontinued operations		—		—			(25	)		—			(33	)
Adjusted EBITDA	$	87	$	40		$	94		$	208		$	263

EBITDA represents net income (loss) before interest expense, provision for income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA further adjusted to give effect to certain items that are required in calculating covenant compliance under our senior and senior subordinated notes as well as under our senior secured credit facility. Adjusted EBITDA is calculated by subtracting from or adding to EBITDA items of income or expense described above. EBITDA and Adjusted EBITDA do not represent net income, as that term is defined under GAAP, and should not be considered as an alternative to net income (loss) as an indicator of our operating performance.

Additionally, EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow available for management or discretionary use as such measures do not consider certain cash requirements such as capital expenditures, tax payments and debt service requirements. EBITDA and Adjusted EBITDA as presented herein are not necessarily comparable to similarly titled measures.

EX-99.2

Exhibit 99.2

Avago Technologies Announces Cash Tender Offer for Outstanding Notes

SAN JOSE, Calif., and SINGAPORE – September 3, 2009 – Avago Technologies Limited (Nasdaq: AVGO), a leading designer, developer and global supplier of analog semiconductor devices, today announced that its wholly owned subsidiary, Avago Technologies Finance Pte. Ltd. (“Avago Finance”), has commenced a cash tender offer to purchase up to $250 million aggregate principal amount (subject to increase, the “Maximum Tender Amount”) of its outstanding notes as described below. The tender offer is described in an offer to purchase, dated September 3, 2009 (the “Offer to Purchase”) and related Letter of Transmittal. Avago Finance reserves the right to increase the Maximum Tender Amount subject to compliance with applicable law. The company expects to use net proceeds from the previously completed initial public offering of Avago Technologies Limited’s ordinary shares and cash on hand to purchase the outstanding notes.

Upon the terms and subject to the conditions described in the Offer to Purchase and the Letter of Transmittal, and any amendments or supplements to the foregoing, Avago Finance is offering to purchase for cash the notes below in the following Acceptance Priority Level:

Title of Security	CUSIP Number	Aggregate Principal Amount Outstanding		Dollars per $1,000 Principal Amount of Securities						Acceptance Priority Level
				Tender Offer Consideration		Early Tender Premium		Total Consideration
11 7/8% Senior Subordinated Notes due 2015 (the “11 7/8 % Notes”)	05336XAF8	$	247,500,000	$	1,065.00	$	20.00	$	1,085.00	1
10 1/8% Senior Notes due 2013 (the “10 1/8% Notes”)	05336XAD3 U05212AA0	$	403,121,000	$	1,035.00	$	20.00	$	1,055.00	2
Senior Floating Rate Notes due 2013 (the “Floating Rate Notes”)	05336XAE1	$	50,000,000	$	930.00	$	20.00	$	950.00	3

The tender offer will expire at 12:00 midnight, New York City time, on October 1, 2009, unless extended or earlier terminated (the “Expiration Date”). The consideration for each $1,000 principal amount of each series of notes validly tendered and accepted for purchase pursuant to the tender offer will be the applicable consideration for such series of notes set forth in the table above (with respect to each series, the “Tender Offer Consideration”). Holders of notes that are validly tendered at or prior to 5:00 p.m., New York City time, on September 17, 2009 (the “Early Tender Date”) and accepted for purchase will receive the Tender Offer Consideration for such series, plus the applicable early tender premium set forth in the table above (the “Early Tender Premium” and, together with the Tender Offer Consideration, the “Total Consideration”). Holders of notes validly tendered after the Early Tender Date but before the Expiration Date and accepted for purchase will receive the applicable Tender Offer Consideration, but not the Early Tender Premium. All holders of notes who validly tender their notes on or before the Expiration Date and whose notes are accepted for purchase will receive the applicable consideration set forth in the table above, plus accrued and unpaid interest from the last interest payment date to, but not including, the payment date.

If notes are validly tendered in the tender offer such that the aggregate principal amount tendered exceeds the Maximum Tender Amount, Avago Finance will accept for purchase, up to the Maximum Tender Amount, notes in accordance with the Acceptance Priority Level (as set forth in the table above) in numerical priority order. Avago Finance will apply the Maximum Tender Amount first to purchase the 11 ⁷/8% Notes. To the extent any amounts remain in the Maximum Tender Amount after Avago Finance purchases the 11 ⁷/8 % Notes, Avago Finance will then apply the balance to purchase the 10 ¹/8% Notes, subject to proration, if applicable, based on the aggregate principal amount of the 10 ¹ /8% Notes validly tendered, rounded down to the nearest integral multiple of $1,000. To the extent any amounts remain in the Maximum Tender Amount after Avago Finance purchases the 11 ⁷/8% Notes and the 10 ¹/8% Notes, Avago Finance will then apply the balance to purchase the Floating Rate Notes, subject to proration, if applicable, based on the aggregate principal amount of the Floating Rate Notes validly tendered, rounded down to the nearest integral multiple of $1,000.

Payment for the 11 ⁷/8% Notes validly tendered at or before the Early Tender Date and accepted for purchase is expected to be made promptly after the Early Tender Date.

Payment for (a) the 11 ⁷/ 8% Notes validly tendered after the Early Tender Date and at or before the Expiration Date and accepted for purchase, and (b) the 10 ¹/8% Notes and the Floating Rate Notes validly tendered at or before the Expiration Date and accepted for purchase is expected to be made promptly after the Expiration Date.

Tenders of the notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on September 17, 2009, but may not be withdrawn thereafter.

The consummation of the tender offer is not conditioned upon any minimum amount of notes being tendered, but is conditioned upon the satisfaction or waiver of the conditions set forth in the Offer to Purchase.

Citi is the sole dealer manager of the tender offer. Global Bondholder Services Corporation has been retained to serve as the depositary and information agent. Persons with questions regarding the tender offer should contact Citi at (toll-free) (800) 558-3745 or (collect) (212) 723-6106. Requests for copies of the Offer to Purchase, related Letter of Transmittal and other related materials should be directed to Global Bondholder Services Corporation at (toll-free) (866) 470-4300 or (collect) (212) 430-3774.

None of Avago Finance or its affiliates, its board of directors, the dealer manager, the depositary and information agent or the trustee for the notes, makes any recommendation as to whether holders of the notes should tender or refrain from tendering the notes. This press release is neither an offer to purchase nor a solicitation of an offer to sell the notes or any other securities. The tender offer is made only by the Offer to Purchase and the accompanying Letter of Transmittal. The tender offer is not being made to holders of notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the tender offer is required to be made by a licensed broker or dealer, the tender offer will be deemed to be made on behalf of Avago Finance by the dealer manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

About Avago Technologies Limited

Avago Technologies Limited is a leading designer, developer and global supplier of analog semiconductor devices for communications, industrial and consumer applications.

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Safe Harbor Statement

This press release contains forward-looking statements. These forward-looking statements are based on current expectations, estimates, forecasts and projections of future company or industry performance based on management’s judgment, beliefs, current trends and market conditions and involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. Accordingly, we caution you not to place undue reliance on these statements. Factors that could cause or contribute to such differences include, but are not limited to, the amount of notes tendered and satisfaction of the conditions of the tender offer contained in the Offer to Purchase. Other factors that could cause or contribute to actual results differing materially from such forward-looking statements are discussed in greater detail in the filings of Avago Technologies Limited and Avago Technologies Finance Pte. Ltd. made with the U.S. Securities and Exchange Commission (“SEC”) (which you may obtain for free at the SEC’s website at http://www.sec.gov). We undertake no obligation to make any revision to the forward-looking statements contained in this press release or to update them to reflect events or circumstances occurring after the date of this press release.

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Investor Contact

Jim Fanucchi

Summit IR Group Inc.

(408) 404-5400

Investor.relations@avagotech.com

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