MOUNTAIN VIEW, Calif.,
April 12, 2016 /PRNewswire/
-- Alphabet Inc. ("Alphabet") (NASDAQ: GOOG, GOOGL) announced
today that, in connection with its previously announced offers to
exchange any and all validly tendered and accepted 3.625% Notes due
2021 and 3.375% Notes due 2024 issued by Google Inc., Alphabet's
wholly-owned subsidiary (collectively, the "Google Notes"), for new
notes to be issued by Alphabet (collectively, the "Alphabet
Notes"), and the related solicitations of consents to amend the
indenture governing the Google Notes (together, the "Exchange
Offers and Consent Solicitations"), it has received the requisite
number of consents to adopt certain amendments to the indentures
governing the Google Notes, subject to each holder's right to
withdraw previously tendered Google Notes. Based upon the
substantial participation to date and the amendments contemplated
in the exchange offers, Alphabet is allowing additional time for
investors to participate on the same terms as the 79% of
bondholders who have already agreed to exchange by extending the
early consent deadline to receive the Early Participation Premium
(as defined below) to 11:59 p.m.,
New York City time, on
April 25, 2016, the same time as the
Expiration Date (as defined below) for the Exchange Offers and
Consent Solicitations, unless either of them are further
extended.
Except as described in this press release relating to the
extension of the early consent deadline, no changes have been made
to the terms and conditions of the Exchange Offers and Consent
Solicitations, which are set forth in the Registration Statement on
Form S-4 (File No. 333-209515) (the "Registration Statement"),
which was filed with the Securities and Exchange Commission ("SEC")
on February 12, 2016, was amended by
Amendment No. 1 to the Registration Statement on March 29, 2016 and was declared effective by the
SEC on April 7, 2016.
The early consent deadline had been 5:00
p.m., New York City time,
on April 11, 2016 (the "Original
Early Consent Date"). The aggregate principal amount of the
Google Notes that have been validly tendered and not validly
withdrawn as of the Original Early Consent Date is listed in the
table below.
CUSIP
No.
|
|
Series of Notes
Issued
by Google to be
Exchanged
|
|
Aggregate
Principal
Amount
Outstanding
|
|
Tenders and
Consents
Received as
of the Original Early
Consent Date
|
|
Percentage
of Total
Outstanding
Principal
Amount of
such Series
of Google
Notes
|
|
|
|
|
|
|
|
|
|
38259P AB8
|
|
3.625% Notes due
2021
|
|
$1,000,000,000
|
|
$787,845,000
|
|
78.78%
|
38259P AD4
|
|
3.375% Notes due
2024
|
|
$1,000,000,000
|
|
$789,766,000
|
|
78.98%
|
The Exchange Offers and Consent Solicitations are being made
upon the terms and subject to the conditions set forth in
Alphabet's prospectus, dated as of April 7,
2016 (the "Prospectus"), which forms a part of the
Registration Statement, and the related Letter of Transmittal and
Consent (the "Letter of Transmittal") that contain a more complete
description of the terms and conditions of the Exchange Offers and
Consent Solicitations. The Exchange Offers and Consent
Solicitations will expire at 11:59
p.m., New York City time,
on April 25, 2016, unless extended
(the "Expiration Date"). 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 Offers and Consent Solicitations is not
satisfied or, where permitted, waived, terminate the Exchange
Offers and Consent Solicitations at any time, subject to applicable
law. The consideration for each $1,000 principal amount of Google Notes validly
tendered at or prior to the Expiration Date and not validly
withdrawn will be $1,000 principal
amount of Alphabet Notes and a cash amount of $2.50 (the "Total Consideration"), which includes
an early participation premium of $30
principal amount of Alphabet Notes of the applicable series (the
"Early Participation Premium"). 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 Dealer Managers for the Exchange Offers and Consent
Solicitations are:
Lead Dealer
Manager
|
|
Morgan Stanley
& Co. LLC 1585 Broadway, 4th Floor
New York, New York 10036
Attention: Liability Management Group
(212) 761-1057 (collect)
(800) 624-1808 (toll-free)
|
|
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 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 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
|
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 and Consent Solicitations
may be made only pursuant to the terms and conditions of the
Prospectus, the Letter of Transmittal and the other related
materials.
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.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/alphabet-inc-announces-79-participation-in-exchange-offers-and-consent-solicitations-and-extends-early-consent-benefits-to-remaining-bondholders-300249955.html
SOURCE Alphabet Inc.