Broadcom in Anthropic's S-1: the agreements, and what Anthropic gets and gives up

Bottom line: Broadcom is Anthropic's largest single compute counterparty. Three filed agreements link them: an equipment lease, a note facility that can pay the lease rent, and a registration-rights agreement for the shares those notes can become. Together they amount to roughly $125B of TPU hardware on a five-year, non-cancelable finance lease. Anthropic can pay up to $42B of the rent in convertible notes instead of cash. In return it takes on hard-asset lender remedies, a key-person trigger, and the risk of shares being issued below market. Broadcom does not appear as a shareholder in the governance exhibits (trust, founders' LLC, stockholders agreement) I searched.

1. Master Equipment Lease (Ex-10.11, dated March 31, 2026)

Parties: Broadcom Inc. leases to AI Infrastructure OpCo II, LLC, a special-purpose subsidiary (ex-10.11, PDF p. 1). Anthropic, PBC guarantees it, and the equipment secures it (S-1, PDF p. 183).

What Anthropic gets - TPU-based compute in dedicated data centers that others operate on its behalf. Some capacity came online in 2026; more starts in 2027 (S-1, PDF p. 182). - Rent of about $125.2B, excluding interest, over five years. It is paid quarterly and normally starts only when equipment is "ready for service" (S-1, PDF p. 85). - Title passes to Anthropic at expiry for a nominal $[***] per pod (ex-10.11, PDF p. 59). In substance this is a financed purchase, and it is booked as a finance lease (S-1, PDF p. 182). - Broadcom cannot assign the lease to anyone on a disqualified list. That list includes direct AI-model competitors, China and Russia (ex-10.11, PDF p. 14).

What Anthropic gives up - No exit: neither side can cancel except on default. Rent can start early if a facility's readiness is delayed (S-1, PDF pp. 85, 182–183). - Cash collateral: Anthropic funded a restricted account for Broadcom in April 2026 and may have to add more (S-1, PDF p. 85). Total restricted cash is $2.5B, but that covers "lease and other obligations," so the Broadcom share is not disclosed (S-1, PDF p. 183). - Lender remedies after a "Full Remedies Trigger Event." Broadcom may: - take possession of pods, or "render unusable" any pod, without a court order; - sell or re-lease the equipment, with Anthropic still liable for any shortfall; - accelerate the full Stipulated Loss Value, a termination value set by the lease (ex-10.11, PDF pp. 55–56).

Cross-defaults also apply (S-1, PDF p. 183). - Key-person and change-of-control trigger: an "Early Purchase Option Event" occurs on a change of control, or if certain redacted "Specified Individuals" stop working full-time for Anthropic. The same applies if Anthropic signs a release enabling a third party to hire them (ex-10.11, PDF p. 14). Anthropic must then buy all the equipment at Stipulated Loss Value plus other amounts owed. Otherwise it is an Event of Default (ex-10.11, PDF pp. 55, 57–59). - Counterparty drift: Broadcom plans to assign the lease to a "designated financial partner" (S-1, PDF p. 68). In Q2 2026 it assigned part of one lease to a third party (S-1, PDF p. 183).

2. Other Broadcom lease(s)

The S-1 says there are several "five-year master equipment leases with Broadcom" totalling about $161.2B of rent excluding interest, held through two special-purpose subsidiaries (S-1, PDF pp. 182–183). That implies roughly $36B of Broadcom lease commitments outside the filed 2026 lease, and those agreements are not filed as exhibits.

The financial-statement notes also describe an August 2025 agreement allowing up to $10B of convertible notes "solely to finance rent obligations" under an equipment lease. That ability ends at the IPO (S-1, PDF p. 386). The note does not name Broadcom, so linking it to the earlier lease is my inference.

3. Infrastructure Partner 2026 NPA (Ex-4.4, dated March 31, 2026)

What Anthropic gets: an optional way to pay rent in paper instead of cash - Up to $42.0B of convertible notes. They can be used only to pay quarterly lease rent, settled with no cash changing hands (ex-4.4, PDF p. 15). - The draw period runs five years from when the first equipment is ready for service (S-1, PDF p. 177). Nothing is drawn, and none is expected before the IPO (S-1, PDF p. 177). - Notes cannot pay the first quarterly rent on any pod, or any rent before that pod is ready for service (ex-4.4, PDF p. 15). - Management says it is "not dependent" on this facility (S-1, PDF p. 85).

What Anthropic gives up

Term	Detail	Source
Interest	9.00% paid in kind (added to principal); 13.00% for notes issued during a "Breach Period"	ex-4.4, PDF p. 16
Conversion (post-IPO, holder's option)	Into Class N shares at 90% of 30-day VWAP; 85% if revenue conditions are missed	S-1, PDF p. 177
Maturity	60 months on the first $24B; 63 months on $24–32B; 57 months above $32B	ex-4.4, PDF p. 16
Prepayment	Not allowed without the holder's consent	ex-4.4, PDF p. 16
Change of control	Holder may take 150% of principal plus interest in cash, or convert	ex-4.4, PDF p. 18
Early buy-out or Stipulated Loss demand	Holder chooses: cash, shares at the conversion price, or leave the note outstanding	ex-4.4, PDF p. 20
Credit support	Subsidiary guarantees, plus a lien ranking behind the lease lien	ex-4.4, PDF p. 16
Draw conditions	Revenue-growth tests, the $5.0B minimum liquidity under the A&R credit facility, and continued lease performance. The right to issue notes ends if these fail "for a sustained period"	S-1, PDF pp. 177–178
Covenants	Limits on debt, liens, asset sales, mergers, dividends and affiliate deals	S-1, PDF p. 69
Events of default	Lease payment defaults and cross-default to other debt, which allow acceleration	S-1, PDF p. 178

After the IPO, the holder's Class N shares convert into listed stock when transferred to a "Disinterested Party" (ex-4.4, PDF p. 20).

4. Infrastructure Partner Registration Rights Agreement (Ex-4.6, dated June 8, 2026)

This gives Broadcom, or whoever it assigns the notes to, an exit path for any conversion shares: - Anthropic must file a resale shelf registration within 60 days of becoming eligible for Form S-3 (S-1, PDF p. 310). - One demand registration per $5B of notes issued, with a $500M minimum, plus up to three underwritten offerings or block trades every 12 months (S-1, PDF pp. 310–311). - Most-favored-nation treatment on registration rights and on lock-up waivers. In underwriter cutbacks, the co-founders' shares are excluded first (S-1, PDF p. 311). - Anthropic pays the registration expenses (ex-4.6, PDF p. 17). - The agreement ends nine months after the latest note maturity. No registrable shares exist yet (S-1, PDF p. 311).

What investors should push on

Who the "Specified Individuals" are. Their names are redacted. Losing key people can force a buy-out of the whole lease at Stipulated Loss Value, on a roughly $125B commitment. That is an unusual liquidity risk from personnel changes.
The other ~$36B of leases ($161.2B total minus $125.2B) are not filed. Ask for their terms and counterparties.
Conversion-discount dilution. Converting at 90% of VWAP is about an 11% discount to market (about 18% at 85%), and 9% PIK interest compounds the principal. The S-1 leaves the note-holders' post-IPO ownership blank ("approximately %" at an assumed "$ " IPO price), pending pricing (S-1, PDF p. 69).
Revenue-growth tests. They are described only as "significantly below" recent growth. The thresholds are not disclosed, and if they are breached the facility can disappear exactly when it would be needed.
Takeover economics. The 150% cash put on change of control acts as a takeover deterrent.
Unknown counterparty. Assignment to a "designated financial partner" means the holder of the remedies and conversion rights could be a financial investor rather than a strategic supplier.
Drafting inconsistency in Ex-4.4. Section 2.1(d) calls the notes "general unsecured obligations," while 2.1(f) grants a junior security interest (ex-4.4, PDF p. 16). Diligence should clarify which governs.

I did not read the NPA's closing-conditions page (ex-4.4, PDF p. 25) or the balance-sheet lease detail (S-1, PDF p. 379). The draw conditions above come from the S-1 summary.