MOUNTAIN VIEW, Calif.,
March 29, 2016 /PRNewswire/
-- Alphabet Inc. ("Alphabet") (NASDAQ: GOOG, GOOGL) announced
today that it has commenced offers to exchange any and all validly
tendered and accepted notes of the following series issued by
Google Inc. ("Google"), its wholly-owned subsidiary, for new notes
to be issued by Alphabet as described in the table below. A
Registration Statement on Form S-4/A (the "Registration Statement")
relating to the issuance of the Alphabet Notes (as defined below)
was filed with the U.S. Securities and Exchange Commission (the
"SEC") on March 29, 2016 but has not
yet been declared effective.
CUSIP
No.
|
|
Series of Notes
Issued
by Google to be
Exchanged
(Collectively, the
"Google Notes")
|
Aggregate
Principal
Amount
($mm)
|
Series of Notes
to
be Issued by Alphabet
(Collectively, the
"Alphabet Notes")
|
Exchange
Consideration (1)(2)
|
Early
Participation
Premium(1)(2)
|
Total
Consideration
(1)(2)(3)
|
|
|
|
|
|
Alphabet Notes
(principal amount)
|
Cash
|
Alphabet Notes
(principal
amount)
|
Alphabet Notes
(principal
amount)
|
Cash
|
38259P AB8
|
|
3.625% Notes due
2021
|
$ 1,000
|
3.625% Notes due
2021
|
$
970
|
$ 2.50
|
$
30
|
$
1,000
|
$ 2.50
|
38259P AD4
|
|
3.375% Notes due
2024
|
$ 1,000
|
3.375% Notes due
2024
|
$
970
|
$ 2.50
|
$
30
|
$
1,000
|
$ 2.50
|
_____________
|
(1)
|
Consideration per
$1,000 principal amount of Google Notes validly tendered and
accepted for exchange, subject to any rounding as described in the
Prospectus (as defined herein).
|
(2)
|
The term "Alphabet
Notes" in this press release refers, in each case, to the series of
Alphabet Notes corresponding to the series of Google Notes of like
tenor and coupon.
|
(3)
|
Includes the Early
Participation Premium payable for Google Notes validly tendered
prior to the Early Consent Date described below and not validly
withdrawn.
|
In connection with the exchange offers, Google is also
soliciting consents from holders of the Google Notes to amend (the
"Proposed Amendments") the indenture governing the Google Notes
(the "Google Indenture") and the Google Notes to eliminate
substantially all of the restrictive covenants in the Google
Indenture, including the merger covenant and the reporting
covenant, and make certain conforming changes to the Google
Indenture to reflect the Proposed Amendments. If the Proposed
Amendments are adopted, the Google Notes will be governed by the
Google Indenture, as amended by the Proposed Amendments, which will
have less restrictive terms and afford reduced protections to the
holders of those securities compared to those terms and protections
currently in the Google Indenture or applicable to the Alphabet
Notes. In order for the Proposed Amendments to the Google Indenture
to be adopted with respect to a series of Google Notes, holders of
a majority in aggregate principal amount of the outstanding Google
Notes of such series must consent to them, and those consents must
be received and not withdrawn prior to the Expiration Date for the
exchange offer relating to such series.
The exchange offers and consent solicitations for each series of
the Google Notes (together, the "Exchange Offers") will expire at
11:59 p.m., New York City time, on April 25, 2016, unless extended (the "Expiration
Date").
Upon the terms and subject to the conditions of the Exchange
Offers set forth in the Prospectus and Letter of Transmittal (as
defined below), in exchange for each $1,000 principal amount of Google Notes that is
validly tendered prior to 5:00 p.m.,
New York City time, on
April 11, 2016, unless extended (the
"Early Consent Date") and not validly withdrawn, holders will be
eligible to receive the total exchange consideration set out in the
table above (the "Total Consideration"), which consists of
$1,000 principal amount of Alphabet
Notes of the applicable series and a cash amount of $2.50. The Total Consideration includes the early
participation premium set out in the table above (the "Early
Participation Premium"), which consists of $30 principal amount of Alphabet Notes of the
applicable series. Upon the terms and subject to the conditions of
the Exchange Offers set forth in the Prospectus and Letter of
Transmittal, in exchange for each $1,000 principal amount of Google Notes that is
validly tendered after the Early Consent Date but prior to the
Expiration Date, and not validly withdrawn, holders will be
eligible to receive only the exchange consideration set out in the
table above (the "Exchange Consideration"), which is equal to the
Total Consideration less the Early Participation Premium and so
consists of $970 principal amount of
Alphabet Notes of the applicable series and a cash amount of
$2.50.
Each Alphabet Note will accrue interest at the same annual
interest rate, have the same interest payment dates, same
redemption terms and same maturity date as the Google Note for
which it is exchanged. The Alphabet Notes will be unsecured general
obligations of Alphabet and will rank equally with all other
unsecured and unsubordinated indebtedness of Alphabet from time to
time outstanding. The Alphabet Notes offered will also be
structurally subordinated to all existing and future liabilities of
any of our subsidiaries and any subsidiaries that we may in the
future acquire or establish.
The Dealer Managers
for the exchange offers and the consent solicitations
are:
|
|
Lead Dealer
Manager
|
|
Morgan Stanley
& Co. LLC
|
1585 Broadway, 4th
Floor
|
New York, New York
10036
|
Attention: Liability
Management Group
|
(800) 624-1808
(toll-free) (212) 761-1057 (collect)
|
|
Co-Dealer
Managers
|
|
Merrill Lynch,
Pierce, Fenner & Smith Incorporated 214 North Tryon Street,
21st Floor
Charlotte, North
Carolina 28255
Attention:
Liability
Management Group
(980) 387-3907
(collect)
(888) 292-0070
(toll-free)
|
Citigroup Global
Markets Inc.
390 Greenwich Street,
1st Floor
New York, New York
10013
Attention:
Liability
Management Group
(212) 723-6106 (collect)
(800) 558-3745
(toll-free)
|
J.P. Morgan
Securities LLC
383 Madison
Avenue
New York, New York
10179
Attention:
Liability
Management Group
(212) 834-3424 (collect)
(866) 834-4666
(toll-free)
|
Wells Fargo
Securities, LLC
550 South Tryon
Street, 5th Floor
Charlotte, North
Carolina 28202
Attention:
Liability
Management
Group
(704) 410-4760
(collect)
(866) 309-6316
(toll-free)
|
The Exchange Agent
for the Exchange Offers and the Consent Solicitations
is:
|
|
D.F. King &
Co., Inc.
|
|
|
|
|
By Facsimile
(Eligible Institutions Only):
(212)
709-3328
Attention: Krystal
Scrudato
For Information or
Confirmation by Telephone:
(212)
493-6940
|
|
By Mail or
Hand:
48 Wall Street,
22nd Floor
New York, New York
10005
Attention: Krystal
Scrudato
|
The Information Agent
for the Exchange Offers and the Consent Solicitations
is:
|
|
D.F. King &
Co., Inc.
|
48 Wall Street,
22nd Floor
|
New York, New York
10005
|
Banks and Brokers
Call Collect: (212) 269-5550
|
All Others, Please
Call Toll Free: (877) 732-3617
|
Email:
goog@dfking.com
|
The Exchange Offers are being made upon the terms and subject to
the conditions set forth in Alphabet's preliminary prospectus,
dated as of March 29, 2016 (the
"Prospectus"), which forms a part of the Registration Statement,
and the related Letter of Transmittal and Consent (the "Letter of
Transmittal"). Tendered Google Notes may be validly withdrawn, and
related consents may be revoked, at any time prior to the
Expiration Date and Alphabet may withdraw, amend, or, if a
condition to the exchange offer is not satisfied or, where
permitted, waived, terminate the Exchange Offers and consent
solicitations, subject to applicable law. Requests for documents
may be directed to D.F. King &
Co., Inc., 48 Wall Street, 22nd Floor, New York, New York 10005, or by telephone for
banks and brokers collect at (212) 269-5550, all others toll-free
at (877) 732-3617.
The consummation of the Exchange Offers is subject to, and
conditional upon, the satisfaction or, where permitted, waiver of
the conditions discussed in the Prospectus, including, among other
things, the receipt of valid consents to the Proposed Amendments
from the holders of a majority of the outstanding aggregate
principal amount of each series of Google Notes and the
Registration Statement having been declared effective by the
SEC.
This press release shall not constitute an offer to sell, or
a solicitation of an offer to buy, any of the securities described
herein and is also not a solicitation of the related
consents. The Exchange Offers may be made only pursuant
to the terms of the Prospectus, the Letter of Transmittal and the
other related materials. A Registration Statement
relating to the Alphabet Notes has been filed with the SEC but has
not yet become effective. The Alphabet Notes may not be
sold, nor may offers to buy be accepted, prior to the time the
Registration Statement is declared effective by the SEC.
About Alphabet Inc.
Larry Page and Sergey Brin founded Google in September 1998. Since then, the company has grown
to more than 60,000 employees worldwide, with a wide range of
popular products and platforms like Search, Maps, Ads, Gmail,
Android, Chrome, and YouTube. In October
2015, Alphabet became the parent holding company of
Google.
Contact
Investor Relations
investor-relations@abc.xyz
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SOURCE Alphabet Inc.