SAN DIEGO, May 21, 2018 /PRNewswire/ -- Qualcomm
Incorporated (NASDAQ: QCOM) announced today the commencement of a
transaction to exchange four series of its outstanding notes
totaling $4 billion as detailed
below. While Qualcomm remains committed to the acquisition (the
"Acquisition") of NXP Semiconductors N.V. ("NXP"), it is uncertain
if the Acquisition will be consummated on or before June 1, 2018. The four series of
outstanding notes are intended to finance the Acquisition and
contain provisions that will require Qualcomm to redeem such notes
if the Acquisition has not been consummated on or before
June 1, 2018 or if the related
purchase agreement is terminated beforehand. As a result,
Qualcomm is offering to certain holders of such notes the
opportunity to exchange those notes for four new series of notes
that contain a provision requiring Qualcomm to redeem such new
notes if the Acquisition has not been consummated on or before
November 1, 2018 (instead of
June 1, 2018).
Only holders who are "qualified institutional buyers" or who are
non-U.S. persons (other than "retail investors" in the European
Economic Area and investors in any province or territory of
Canada that are individuals or
that are institutions or other entities that do not qualify as both
"accredited investors" and "permitted clients") are eligible to
participate in this transaction, as more fully described
below. Concurrently with this transaction, Qualcomm also
announced today the commencement of a transaction to repurchase
such four series of notes pursuant to cash tender offers (each, a
"Cash Offer" and collectively, the "Cash Offers"), which are open
only to holders who are not eligible to participate in the exchange
transaction.
The exchange transaction consists of four separate private
offers to exchange (each, an "Exchange Offer" and collectively, the
"Exchange Offers"), any and all of the outstanding notes listed in
the table below (collectively, the "Old Notes"). Each of the Old
Notes contains a special mandatory redemption ("SMR") provision
which requires Qualcomm to redeem the Old Notes at a redemption
price equal to 101% of the aggregate principal amount of the Old
Notes, plus accrued and unpaid interest to, but excluding, the date
of such special mandatory redemption, if the Acceptance Time, as
defined in the Purchase Agreement, dated October 27, 2016 (as amended, the "Purchase
Agreement"), by and between Qualcomm River Holdings B.V., an
indirect, wholly owned subsidiary of Qualcomm and NXP, has not
occurred on or before 11:59 p.m.,
New York City time on June 1, 2018 (the "SMR Date") or if, prior to
such date, the Purchase Agreement is terminated. Qualcomm is
offering to exchange each of the four series of Old Notes for (i)
four new series of Qualcomm's senior notes which will each have an
SMR Date of November 1, 2018, which
is five months after the SMR Date of the applicable series of Old
Notes; and (ii) cash, on the terms and subject to the conditions
set forth in the Offering Memorandum dated May 21, 2018 (the "Offering Memorandum" and,
together with the eligibility letter, the Canadian holder form and
the notice of guaranteed delivery, the "Exchange Offer Documents").
No consents are being solicited as part of the Exchange Offers and
no overall minimum condition exists for the Exchange Offers,
although the Exchange Offer for the 2.100% Notes due 2020 may be
subject to a minimum condition as set forth in the table below.
If the Acquisition is not completed on or prior to June 1, 2018, Qualcomm will redeem any Old
Notes not exchanged in these Exchange Offers or tendered in the
Cash Offers in accordance with the terms of the Old Notes,
including, with respect to the Floating Rate Notes due 2019 (the
"Old 2019 Floating Rate Notes") and the Floating Rate Notes due
2020 (the "Old 2020 Floating Rate Notes", and together with the Old
2019 Floating Rate Notes, the "Old Floating Rate Notes"), pursuant
to the applicable SMR provisions at a redemption price equal to
101% of the principal amount of such Old Floating Rate Notes, plus
accrued but unpaid interest to, but excluding, the date of such
special mandatory redemption, or as described in the immediately
following paragraph.
In accordance with their terms, Qualcomm may redeem the 1.850%
Notes due 2019 (the "Old 2019 Fixed Rate Notes") and the 2.100%
Notes due 2020 (the "Old 2020 Fixed Rate Notes", and together with
the "Old 2019 Fixed Rate Notes", the "Old Fixed Rate Notes") at any
time under the "make whole" optional redemption provision. Assuming
Qualcomm does not determine that all conditions to the closing of
the Acquisition as set forth in the Purchase Agreement are
reasonably likely to be satisfied or waived on or before
June 1, 2018, Qualcomm intends to
exercise, on or after May 31, 2018,
Qualcomm's right to redeem the Old Fixed Rate Notes that are not
accepted by Qualcomm in the Exchange Offers or in the Cash Offers
under the "make whole" optional redemption provision. According to
Qualcomm's current calculations, and subject to changes in interest
rates that may occur after the date hereof, Qualcomm expects the
redemption price under any such optional redemption to be equal to
100% of the principal amount of the Old Fixed Rate Notes to be
redeemed.
The Exchange Offers will expire at 5:00
p.m., New York City time,
on May 25, 2018, unless extended or
earlier terminated by Qualcomm (the "Exchange Offer Expiration
Date"). Tenders of Old Notes submitted in the Exchange Offers may
be validly withdrawn at any time at or prior to 5:00 p.m. New York
City time, on May 25, 2018,
subject to any extension by Qualcomm, but thereafter will be
irrevocable, except in certain limited circumstances where
additional withdrawal rights are required by law (as determined by
Qualcomm). The "Exchange Offer Settlement Date" will be promptly
following the Exchange Offer Expiration Date and is expected to be
May 31, 2018.
|
|
|
|
|
|
|
|
Total
Consideration (1)
|
|
|
|
|
|
|
|
|
|
Title of Series of
Old
Notes to
be Exchanged
|
Principal
Amount
Outstanding
(mm)
|
CUSIP/
ISIN No.
|
Old
Notes
Maturity
Date
|
Old
Notes
SMR
Date |
New
Notes
Maturity
Date
|
New
Notes
SMR
Date
|
Minimum
Condition
(mm)
|
New
Notes
(principal
amount)
|
Cash
|
Floating Rate Notes
due 2019
|
$
750.00
|
747525AN3;
US747525AN39
|
May 20,
2019
|
June 1,
2018
|
May 21,
2019
|
November 1,
2018
|
N/A
|
$ 1,000
|
$
2.50
|
Floating Rate Notes
due 2020
|
$
500.00
|
747525AQ6;
US747525AQ69
|
May 20,
2020
|
June 1,
2018
|
May 21,
2020
|
November 1,
2018
|
N/A
|
$ 1,000
|
$
2.50
|
1.850% Notes due
2019
|
$ 1,250.00
|
747525AM5;
US747525AM55
|
May 20,
2019
|
June 1,
2018
|
May 21,
2019
|
November 1,
2018
|
N/A
|
$ 1,000
|
$
2.50
|
2.100% Notes due
2020
|
$ 1,500.00
|
747525AP8;
US747525AP86
|
May 20,
2020
|
June 1,
2018
|
May 21,
2020
|
November 1,
2018
|
$300.0
|
$ 1,000
|
$
2.50
|
|
(1) Total
Consideration per $1,000 principal amount of Old Notes validly
tendered and not validly withdrawn and accepted for exchange, which
includes a cash fee of $2.50 per $1,000 principal amount of such
Old Notes.
|
Upon the terms and subject to the conditions set forth in the
Exchange Offer Documents, Exchange Offer Eligible Holders (as
defined below) who (i) validly tender and who do not validly
withdraw Old Notes at or prior to the Exchange Offer Expiration
Date or (ii) deliver a properly completed and duly executed notice
of guaranteed delivery and all other required documents at or prior
to the Exchange Offer Expiration Date and tender their Old Notes
pursuant to the Exchange Offers at or prior to 5:00 p.m., New York
City time, on the second business day after the applicable
Exchange Offer Expiration Date pursuant to guaranteed delivery
procedures, expected to be May 30,
2018, subject in each case to tendering the applicable
minimum denominations, and whose Old Notes are accepted for
exchange by Qualcomm, will receive the applicable Total
Consideration specified in the table above.
Qualcomm will deliver New Notes in exchange for Old Notes
accepted for exchange in the Exchange Offers and pay the cash
consideration on the Exchange Offer Settlement Date. No accrued but
unpaid interest will be paid on the Old Notes in connection with
the Exchange Offers. However, interest on each New Note will accrue
from and include the most recent interest payment date of the
tendered Old Note.
Each Exchange Offer is subject to certain conditions, including
(i) that in the case of the Old 2020 Fixed Rate Notes, the
aggregate principal amount of New Notes to be issued under the
Exchange Offer for the Old 2020 Fixed Rate Notes must be equal to
or greater than the minimum condition amount corresponding to such
Exchange Offer set forth in the table above (the "Minimum
Condition"), (ii) the timely satisfaction or waiver of all of the
conditions precedent to the completion of the Cash Offers for such
series of Old Notes (with respect to each Cash Offer, the "Cash
Offer Completion Condition") and (iii) that Qualcomm does not
determine, in its reasonable discretion, prior to the Exchange
Offer Expiration Date, that all conditions to the Acquisition as
set forth in the Purchase Agreement are reasonably likely to be
satisfied or waived on or before June 1,
2018. Qualcomm will terminate an Exchange Offer for a given
series of Old Notes if it terminates the Cash Offer for such series
of Old Notes, and Qualcomm will terminate the Cash Offer for a
given series of Old Notes if it terminates the Exchange Offer for
such series of Old Notes. The Cash Offer Completion Condition may
not be waived by Qualcomm; however, Qualcomm reserves the right, in
its sole discretion, to waive the other conditions.
The Exchange Offers are only made, the New Notes are only being
offered and will only be issued, and copies of the Offering
Memorandum will only be made available, to a holder of Old Notes
who has certified its status as either (a) a "qualified
institutional buyer" as defined in Rule 144A under the Securities
Act of 1933, as amended (the "Securities Act") or (b) (i) a person
who is not a "U.S. person" as defined under Regulation S under the
Securities Act, or a dealer or other professional fiduciary
organized, incorporated or (if an individual) residing in
the United States holding a
discretionary account or similar account (other than an estate or
trust) for the benefit or account of a non-"U.S. person", (ii) if
located or resident in the European Economic Area, that they are
persons other than "retail investors" (for these purposes, a retail
investor means a person who is one (or more) of: (x) a retail
client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, "MiFID II"); or (y) a customer within the
meaning of Directive 2002/92/EC (as amended, the "Insurance
Mediation Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of
MiFID II; or (z) not a qualified investor as defined in Directive
2003/71/EC (as amended, the "Prospectus Directive")) and (iii) if
located or resident in any province or territory of Canada, is not an individual and is an
"accredited investor" as such term is defined in National
Instrument 45-106 of the Canadian Securities Administrators or
section 73.3(1) of the Securities Act (Ontario), and in each case, is also a
"permitted client" as defined in National Instrument 31- 103 of the
Canadian Securities Administrators ("Canadian Eligible Holders").
Qualcomm refers to holders of Old Notes who certify to Qualcomm
that they are eligible to participate in the Exchange Offers
pursuant to at least one of the foregoing conditions as "Exchange
Offer Eligible Holders".
Only Exchange Offer Eligible Holders who have confirmed they
are Exchange Offer Eligible Holders via the eligibility letter are
authorized to receive or review the Exchange Offer Documents or to
participate in the Exchange Offers. For Canadian Eligible Holders,
such participation is also conditioned upon the receipt of the
Canadian holder form. There is no separate letter of transmittal in
connection with the Offering Memorandum.
The New Notes have not been registered under the Securities Act
or any state securities laws. Therefore, the New Notes may not be
offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements of the Securities Act and any
applicable state securities laws.
Holders are advised to check with any bank, securities broker
or other intermediary through which they hold Old 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 Exchange Offers before the
deadlines specified herein and in the Exchange Offer Documents. 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 Exchange Offer
Documents.
This press release is not an offer to sell or a solicitation of
an offer to buy any of the securities described herein. The
Exchange Offers are being made solely by the Exchange Offer
Documents and only to such persons and in such jurisdictions as is
permitted under applicable law.
MiFID II professionals/ECPs-only / No PRIIPs KID –
Manufacturer target market (MIFID II product governance) is
eligible counterparties and professional clients only (all
distribution channels). No PRIIPs key information document (KID)
has been prepared as not available to retail in EEA.
In the United Kingdom, this
press release is only being communicated to, and any other
documents or materials relating to the Exchange Offers are only
being distributed to and are only directed at, (i) persons who are
outside the United Kingdom, (ii)
investment professionals falling within Article 19(5) of the
Financial Services and Markets Act (Financial Promotion) Order
2005, as amended (the "Order") or (iii) high net worth entities,
and other persons to whom it may lawfully be communicated, falling
within Articles 49(2)(a) to (d) of the Order (all such persons
together being referred to as "relevant persons"). Any investment
or investment activity to which this announcement relates is
available only to relevant persons and will be engaged in only with
relevant persons. Any person who is not a relevant person should
not act or rely on this announcement or any of its contents.
Global Bondholder Services Corporation will act as the exchange
agent and information agent for the Old Notes in the Exchange
Offers. Documents relating to the Exchange Offers will only be
distributed to holders of Old Notes who certify that they are
Exchange Offer Eligible Holders. Questions or requests for
assistance related to the Exchange Offers or for additional copies
of the Exchange Offer Documents 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 Exchange Offers. The Exchange Offer Documents can be
accessed at the following link:
http://gbsc-usa.com/eligibility/QUALCOMM.
About Qualcomm
Qualcomm invents breakthrough technologies that transform how
the world connects and communicates. When we connected the phone to
the Internet, the mobile revolution was born. Today, our inventions
are the foundation for life-changing products, experiences, and
industries. As we lead the world to 5G, we envision this next big
change in cellular technology spurring a new era of intelligent,
connected devices and enabling new opportunities in connected cars,
remote delivery of health care services, and the IoT — including
smart cities, smart homes, and wearables. 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, all
of our engineering, research and development functions, and all of
our products and services businesses, including, the QCT
semiconductor business.
Cautionary Note Regarding Forward-Looking Statements
Any statements contained in this document that are not
historical facts are forward-looking statements as defined in the
U.S. Private Securities Litigation Reform Act of 1995.
Additionally, statements regarding operating results for future
years, growth in operating results and the factors contributing to
future operating results; the resolution of licensing disputes and
the impact and timing thereof; expected market, industry,
geographic and organic growth and trends; future serviceable
addressable market size and growth; anticipated contributions from
and growth in new opportunities; benefits from planned cost
reductions; technology and product leadership and trends;
Qualcomm's positioning to benefit from any of the above; potential
benefits and upside to Qualcomm's stockholders related to any of
the above; and the regulatory process and regulatory uncertainty
are forward-looking statements. Words such as "anticipate,"
"believe," "estimate," "expect," "forecast," "intend," "may,"
"plan," "project," "predict," "should," "will" and similar
expressions are intended to identify such 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 these
forward-looking statements to reflect events or circumstances after
the date of this document. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of their dates.
Qualcomm Contacts:
Pete Lancia, Corporate
Communications
Phone: 1-858-845-5959
Email: corpcomm@qualcomm.com
John Sinnott, 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)
View original
content:http://www.prnewswire.com/news-releases/qualcomm-announces-private-exchange-offers-for-four-series-of-notes-open-to-certain-investors-300651790.html
SOURCE Qualcomm Incorporated