1 | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
CUSIP No. |
Y0486S 104 |
13G |
1 | NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) Silver Lake (Offshore) AIV GP II, Ltd. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Cayman Islands | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | -0- | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 115,687,178 shares* | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | -0- | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
115,687,178 shares* | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
115,687,178 shares* | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
48.3%* | |||||
12 | TYPE OF REPORTING PERSON | ||||
OO |
* | Represents the aggregate number of ordinary shares of Avago Technologies Limited held by Bali Investments S.àr.l. as of August 18, 2010 and percentage ownership based on ordinary shares outstanding as of August 18, 2010. See Item 4 of this Statement on Schedule 13G. |
Page 2 of 12 pages.
CUSIP No. |
Y0486S 104 |
13G |
1 | NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) Silver Lake Technology Associates II Cayman, L.P. |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Cayman Islands | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | -0- | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 115,687,178 shares* | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | -0- | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
115,687,178 shares* | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
115,687,178 shares* | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
48.3%* | |||||
12 | TYPE OF REPORTING PERSON | ||||
PN |
* | Represents the aggregate number of ordinary shares of Avago Technologies Limited held by Bali Investments S.àr.l. as of August 18, 2010 and percentage ownership based on ordinary shares outstanding as of August 18, 2010. See Item 4 of this Statement on Schedule 13G. |
Page 3 of 12 pages.
CUSIP No. |
Y0486S 104 |
13G |
1 | NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) Silver Lake Partners II Cayman, L.P. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Cayman Islands | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | -0- | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 115,687,178 shares* | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | -0- | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
115,687,178 shares* | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
115,687,178 shares* | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
48.3%* | |||||
12 | TYPE OF REPORTING PERSON | ||||
PN |
* | Represents the aggregate number of ordinary shares of Avago Technologies Limited held by Bali Investments S.àr.l. as of August 18, 2010 and percentage ownership based on ordinary shares outstanding as of August 18, 2010. See Item 4 of this Statement on Schedule 13G. |
Page 4 of 12 pages.
CUSIP No. |
Y0486S 104 |
13G |
1 | NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) Silver Lake Technology Investors II Cayman, L.P. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Cayman Islands | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | -0- | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 115,687,178 shares* | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | -0- | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
115,687,178 shares* | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
115,687,178 shares* | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
48.3%* | |||||
12 | TYPE OF REPORTING PERSON | ||||
PN |
* | Represents the aggregate number of ordinary shares of Avago Technologies Limited held by Bali Investments S.àr.l. as of August 18, 2010 and percentage ownership based on ordinary shares outstanding as of August 18, 2010. See Item 4 of this Statement on Schedule 13G. |
Page 5 of 12 pages.
(a) | Name of Issuer: |
(b) | Address of Issuers Principal Executive Offices: | ||
1 Yishun Avenue 7 Singapore 768923 |
(a) | Name of Persons Filing: | ||
Silver Lake (Offshore) AIV GP II, Ltd. Silver Lake Technology Associates II Cayman, L.P. Silver Lake Partners II Cayman, L.P. Silver Lake Technology Investors II Cayman, L.P. |
(b) | Address of Principal Business Office: | ||
The principal business office for all persons filing is: | |||
c/o Silver Lake Partners 2775 Sand Hill Road, Suite 100 Menlo Park, CA 94025 |
(c) | Citizenship: | ||
See Item 4 of each cover page. |
Page 6 of 12 pages.
(d) | Title of Class of Securities: | ||
Ordinary shares, no par value per share |
(e) | CUSIP Number: | ||
Y0486S 104 |
Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable. |
Item 4. | Ownership. |
(a) | Amount Beneficially Owned: |
As of August 18, 2010, Bali Investments S.àr.l. (Bali) held 115,687,178 ordinary shares of Avago Technologies Limited (Avago). Bali, certain funds affiliated with Kohlberg Kravis Roberts & Co. L.P. (KKR), certain funds affiliated with Silver Lake Partners (Silver Lake), Seletar Investments Pte Ltd and Geyser Investment Pte Ltd are parties to a shareholders agreement with respect to the ordinary shares of Avago, and solely as a result of which each such person is a member of a group with respect to the ordinary shares of Avago directly or indirectly owned by such persons. Affiliates of each of KKR and Silver Lake have the right under the shareholders agreement to nominate up to three directors of Avago. | |||
The shareholders of Bali include funds affiliated with KKR and funds affiliated with Silver Lake. Each such person is a member of a group with respect to the ordinary shares of Avago held by Bali. Each such person, other than Bali, disclaims beneficial ownership of these securities. | |||
As of August 18, 2010, Silver Lake Partners II Cayman, L.P. (Partners II), as a shareholder of Bali, may be deemed to have indirectly owned 52,599,062 ordinary shares of Avago. As the sole general partner of Partners II, Silver Lake Technology Associates II Cayman, L.P. may be deemed to share voting and dispositive power with respect to the ordinary shares of Avago indirectly owned by Partners II. As the sole general partner of Silver Lake Technology Associates II Cayman, L.P., Silver Lake (Offshore) AIV GP II, Ltd. may be deemed to share voting and dispositive power with respect to the ordinary shares of Avago indirectly owned by Partners II. Silver Lake Technology Associates II Cayman, L.P. and Silver Lake (Offshore) AIV GP II, Ltd. disclaim beneficial ownership of such securities. | |||
As of August 18, 2010, Silver Lake Technology Investors II Cayman, L.P. (Investors II), as a shareholder of Bali, may be deemed to have indirectly owned 149,535 ordinary shares of Avago. As the sole general partner of |
Page 7 of 12 pages.
Investors II, Silver Lake (Offshore) AIV GP II, Ltd. may be deemed to share voting and dispositive power with respect to the ordinary shares of Avago indirectly owned by Investors II. Silver Lake (Offshore) AIV GP II, Ltd. disclaims beneficial ownership of such securities. |
As of August 18, 2010, Avago Investment Partners, Limited Partnership (AIP), as a shareholder of Bali, may be deemed to have indirectly owned 8,122,413 ordinary shares of Avago. As the sole general partner of AIP, Avago Investment G.P., Limited may be deemed to share voting and dispositive power with respect to the ordinary shares of Avago indirectly owned by AIP. As a member of Avago Investment G.P., Limited, Silver Lake (Offshore) AIV GP II, Ltd. may be deemed to share voting and dispositive power with respect to the ordinary shares of Avago indirectly owned by AIP. Avago Investment G.P., Limited and Silver Lake (Offshore) AIV GP II, Ltd. disclaim beneficial ownership of such securities. | |||
Messrs. James A. Davidson and Kenneth Y. Hao, each of whom serves as a director of Avago, also serve as directors of Silver Lake (Offshore) AIV GP II, Ltd. and may be deemed to share voting and dispositive power with respect to any shares beneficially owned by Silver Lake (Offshore) AIV GP II, Ltd. but disclaim beneficial ownership of such shares. |
(b) | Percent of Class: |
(c) | Number of shares as to which such person has: |
Item 5. | Ownership of Five Percent or Less of a Class. |
Page 8 of 12 pages.
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Item 8. | Identification and Classification of Members of the Group. |
Item 9. | Notice of Dissolution of Group. |
Item 10. | Certification. |
Page 9 of 12 pages.
Dated:
August 20, 2010
|
Silver Lake (Offshore) AIV GP II, Ltd. | ||
/s/ Karen M. King | |||
Name: Karen M. King | |||
Title: Attorney-in-fact for Kenneth Y. Hao, Director | |||
Dated:
August 20, 2010
|
Silver Lake Technology Associates II Cayman, L.P. | ||
By: Silver Lake (Offshore) AIV GP II, Ltd. | |||
Its: General Partner | |||
/s/ Karen M. King | |||
Name: Karen M. King | |||
Title: Attorney-in-fact for Kenneth Y. Hao, Director | |||
Dated:
August 20, 2010
|
Silver Lake Partners II Cayman, L.P. | ||
By: Silver Lake Technology Associates II Cayman, L.P. | |||
Its: General Partner | |||
By: Silver Lake (Offshore) AIV GP II, Ltd. | |||
Its: General Partner | |||
/s/ Karen M. King | |||
Name: Karen M. King | |||
Title: Attorney-in-fact for Kenneth Y. Hao, Director | |||
Dated:
August 20, 2010
|
Silver Lake Technology Investors II Cayman, L.P. | ||
By: Silver Lake (Offshore) AIV GP II, Ltd. | |||
Its: General Partner | |||
/s/ Karen M. King | |||
Name: Karen M. King | |||
Title: Attorney-in-fact for Kenneth Y. Hao, Director |
Page 10 of 12 pages.
Page 11 of 12 pages.
Exhibit 1 -
|
Joint Filing Agreement dated as of February 12, 2010 (incorporated by reference to Schedule 13G filed February 12, 2010) |
Page 12 of 12 pages.