SAN DIEGO, Nov. 20, 2020 /PRNewswire/ -- Qualcomm
Incorporated (NASDAQ: QCOM) announced today the commencement of its
offer to exchange (the "Registered Exchange Offer") any and all of
the $2,206,633,000 aggregate
principal amount of its outstanding Private Placement Notes (as
defined below) previously issued pursuant to an exemption from the
registration requirements of the Securities Act of 1933, as amended
(the "Securities Act"), for an equal principal amount of new notes
registered under the Securities Act (the "Registered Notes").
On August 14, 2020, Qualcomm
completed its private exchange offers pursuant to which it issued
$961,427,000 aggregate principal
amount of 1.300% Notes due 2028 (the "2028 Private Placement
Notes") and $1,245,206,000 aggregate
principal amount of 1.650% Notes due 2032 (the "2032 Private
Placement Notes" and, together with the 2028 Private Placement
Notes, the "Private Placement Notes"). As part of those
private exchange offers, Qualcomm entered into a registration
rights agreement (the "Registration Rights Agreement") with certain
dealer managers in which Qualcomm agreed, among other things, to
complete the Registered Exchange Offer.
The terms of the Registered Notes to be issued in the Registered
Exchange Offer are identical in all material respects to those of
the corresponding series of Private Placement Notes, except that
the Registered Notes will be registered under the Securities Act
and the transfer restrictions, registration rights and additional
interest provisions relating to the Private Placement Notes will
not apply to the Registered Notes. In addition, the Registered
Notes will bear different CUSIP and ISIN numbers than the
corresponding series of Private Placement Notes. The Registered
Notes will represent the same debt as the Private Placement Notes,
and Qualcomm will issue the Registered Notes under the same
indenture that governs the Private Placement Notes.
The Registered Exchange Offer will expire at 5:00 p.m., New York
City time, on January 4, 2021,
unless extended or earlier terminated by Qualcomm (such date and
time, as they may be extended, the "Registered Exchange Offer
Expiration Date"). Tenders of Private Placement Notes submitted in
the Registered Exchange Offer may be validly withdrawn at any time
at or prior to the Registered Exchange Offer Expiration Date
according to the procedures described in the Prospectus (as defined
below). The "Registered Exchange Offer Settlement Date" will be
promptly following the Registered Exchange Offer Expiration Date
and is expected to be January 6,
2021. On the Registered Exchange Offer Settlement Date,
Qualcomm will settle the Registered Exchange Offer by issuing the
Registered Notes pursuant to the terms of the Registered Exchange
Offer.
The Registered Exchange Offer is being made pursuant to the
terms and subject to the conditions set forth in a prospectus filed
with the Securities and Exchange Commission dated November 20, 2020 (as the same may be amended or
supplemented, the "Prospectus"). The complete terms and conditions
of the Registered Exchange Offer, including instructions regarding
procedures for tendering Private Placement Notes, are described in
the Prospectus.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold Private Placement Notes
as to when such intermediary needs to receive instructions from a
holder in order for that holder to be able to participate in, or
(in the circumstances in which revocation is permitted) revoke
their instruction to participate in the Registered Exchange Offer
before the deadlines specified herein and in the Prospectus. The
deadlines set by each clearing system for the submission and
withdrawal of exchange instructions will also be earlier than the
relevant deadlines specified herein and in the Prospectus.
This press release is not an offer to sell or a solicitation of
an offer to buy any of the securities described herein. The
Registered Exchange Offer is being made solely pursuant to the
terms and conditions of the Prospectus.
Global Bondholder Services Corporation will act as the exchange
agent and information agent for the Private Placement Notes in the
Registered Exchange Offer. Questions or requests for assistance
related to the Registered Exchange Offer or for additional copies
of the Prospectus may be directed to Global Bondholder Services
Corporation at (866) 470-3900 (toll free) or (212) 430-3774
(collect). You may also contact your broker, dealer, commercial
bank, trust company or other nominee for assistance concerning the
Registered Exchange Offer.
About Qualcomm
Qualcomm is the world's leading wireless technology innovator
and the driving force behind the development, launch, and expansion
of 5G. When we connected the phone to the internet, the mobile
revolution was born. Today, our foundational technologies enable
the mobile ecosystem and are found in every 3G, 4G and 5G
smartphone. We bring the benefits of mobile to new industries,
including automotive, the internet of things, and computing, and
are leading the way to a world where everything and everyone can
communicate and interact seamlessly.
Qualcomm Incorporated includes our licensing business, QTL, and
the vast majority of our patent portfolio. Qualcomm Technologies,
Inc., a subsidiary of Qualcomm Incorporated, operates, along with
its subsidiaries, substantially all of our engineering, research
and development functions, and substantially all of our products
and services businesses, including our QCT semiconductor
business.
Cautionary Note Regarding Forward-Looking Statements
Any statements contained in this press release that are not
historical facts are forward-looking statements as defined in the
U.S. Private Securities Litigation Reform Act of 1995. Words such
as "expects," "anticipates," "intends," "plans," "believes,"
"seeks," "estimates," "may," "will," "would" and similar
expressions or variations of such words are intended to identify
forward-looking statements, but are not the exclusive means of
identifying forward-looking statements in this press release.
Additionally, statements concerning future matters such as our
future business, prospects, results of operations, financial
condition or research and development or technology investments;
new or enhanced products, services or technologies; emerging
industries or business models; design wins or product launches;
industry, market or technology trends, dynamics or transitions,
such as the transition to 5G; potential impacts of the coronavirus
(COVID-19) pandemic, legal or regulatory matters, U.S./China trade or national security tensions,
vertical integration by our customers or competition; and other
statements regarding matters that are not historical are also
forward-looking statements. These statements are based on
Qualcomm's current expectations or beliefs, and are subject to
uncertainty and changes in circumstances. Actual results may differ
materially from those expressed or implied by the statements herein
due to changes in economic, business, competitive, technological,
strategic and/or regulatory factors, and other factors affecting
the operations of Qualcomm. More detailed information about these
factors may be found in Qualcomm's filings with the SEC, including
those discussed in Qualcomm's most recent Annual Report on Form
10-K and in any subsequent periodic reports on Form 10-Q and Form
8-K, each of which is on file with the SEC and available at the
SEC's website at www.sec.gov. SEC filings for Qualcomm are also
available in the Investor Relations section of Qualcomm's website
at www.qualcomm.com.
Qualcomm is not obligated to update, or continue to provide
information with respect to, any forward-looking statement, whether
as a result of new information, future events or otherwise after
the date of this press release. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of their dates.
Qualcomm Contact:
Mauricio Lopez-Hodoyan
Investor Relations
Phone: 1-858-658-4813
email: ir@qualcomm.com
Information Agent Contact:
Global Bondholder Services Corporation
Phone: 1-866-470-3900 (toll free)
1-212-430-3774 (collect)
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SOURCE Qualcomm Incorporated