REDMOND, Wash., March 2, 2021 /PRNewswire/
-- Microsoft Corp. (NASDAQ: MSFT) ("Microsoft") today
announced the early participation results of its offers to (i)
exchange (the "Pool 1 Offer") the fourteen series of notes
described in the table below (collectively, the "Pool 1 Notes") for
a new series of Microsoft's notes due March
17, 2052 (the "New 2052 Notes") and a cash payment, as
applicable:
Pool 1
Table
|
Title of
Security
|
|
CUSIP
Number
|
|
Principal
Amount
Outstanding
|
|
Acceptance
Priority
Level
|
|
Principal
Amount
Tendered
(1)
|
|
|
|
|
|
|
|
|
|
4.875% Notes due
2043
|
|
594918AX2
|
|
$174,572,000
|
|
1
|
|
$28,429,000
|
4.450% Notes due
2045
|
|
594918BL7
|
|
$1,288,337,000
|
|
2
|
|
$292,925,000
|
4.250% Notes due
2047
|
|
594918CA0
|
|
$1,584,630,000
|
|
3
|
|
$495,777,000
|
5.300% Notes due
2041
|
|
594918AM6
|
|
$770,339,000
|
|
4
|
|
$52,256,000
|
5.200% Notes due
2039
|
|
594918AD6
|
|
$558,545,000
|
|
5
|
|
$37,963,000
|
4.500% Notes due
2040
|
|
594918AJ3
|
|
$571,171,000
|
|
6
|
|
$85,290,000
|
3.700% Notes due
2046
|
|
594918BT0
|
|
$4,500,000,000
|
|
7
|
|
$2,743,621,000
|
3.750% Notes due
2043
|
|
594918AU8
|
|
$244,015,000
|
|
8
|
|
$75,863,000
|
3.750% Notes due
2045
|
|
594918BD5
|
|
$640,567,000
|
|
9
|
|
$141,878,000
|
3.500% Notes due
2042
|
|
594918AR5
|
|
$900,000,000
|
|
10
|
|
$445,873,000
|
4.100% Notes due
2037
|
|
594918BZ6
|
|
$1,916,467,000
|
|
11
|
|
$1,062,832,000
|
4.200% Notes due
2035
|
|
594918BK9
|
|
$1,000,000,000
|
|
12
|
|
$275,906,000
|
3.450% Notes due
2036
|
|
594918BS2
|
|
$2,250,000,000
|
|
13
|
|
$952,795,000
|
3.500% Notes due
2035
|
|
594918BC7
|
|
$1,500,000,000
|
|
14
|
|
$302,195,000
|
______________
|
(1)
|
The aggregate
principal amounts of each series that have been validly tendered
for exchange and not validly withdrawn, as of 5:00 p.m., New York
City time, on March 1, 2021 (the "Early Exchange Time"), based on
information provided by the exchange agent to Microsoft.
|
and (ii) exchange (the "Pool 2 Offer" and, together with the
Pool 1 Offer, the "Exchange Offers") the four series of notes
described in the table below (collectively, the "Pool 2 Notes" and,
together with the Pool 1 Notes, the "Existing Notes") for a new
series of Microsoft's notes due March 17,
2062 (the "New 2062 Notes" and, together with the New
2052 Notes, the "New Notes") and a cash payment, as
applicable:
Pool 2
Table
|
Title of
Security
|
|
CUSIP
Number
|
|
Principal
Amount
Outstanding
|
|
Acceptance
Priority
Level
|
|
Principal
Amount
Tendered
(1)
|
|
|
|
|
|
|
|
|
|
3.950% Notes due
2056
|
|
594918BU7
|
|
$1,954,510,000
|
|
1
|
|
$1,513,090,000
|
4.750% Notes due
2055
|
|
594918BM5
|
|
$326,735,000
|
|
2
|
|
$31,494,000
|
4.500% Notes due
2057
|
|
594918CB8
|
|
$883,777,000
|
|
3
|
|
$129,655,000
|
4.000% Notes due
2055
|
|
594918BE3
|
|
$793,850,000
|
|
4
|
|
$253,329,000
|
______________
|
(1)
|
The aggregate
principal amounts of each series that have been validly tendered
for exchange and not validly withdrawn, as of the Early Exchange
Time, based on information provided by the exchange agent to
Microsoft.
|
In the Exchange Offers, according to the information provided by
D.F. King & Co., Inc., the information agent and exchange agent
for the Exchange Offers, $6,993,603,000 in aggregate principal amount of
the Pool 1 Notes and $1,927,568,000
in aggregate principal amount of the Pool 2 Notes were validly
tendered and not validly withdrawn at or prior to the Early
Exchange Time, as more fully set forth above.
Pricing for the Exchange Offers is expected to occur today at
10:00 a.m. New York City time. The Exchange Offers are
scheduled to expire at 11:59 p.m.,
New York City time, on
March 15, 2021, unless extended by
Microsoft (such date and time, as they may be extended, the
"Expiration Time"). The "Settlement Date" will be promptly
following the Expiration Time and is expected to be March 17, 2021, which is the second business day
following the Expiration Time.
A Registration Statement on Form S-4, including a prospectus
(the "Prospectus"), which is subject to change, relating to the New
Notes has been filed with the Securities and Exchange Commission
(the "SEC") on February 16, 2021 (the
"Registration Statement") but has not yet become effective. The New
Notes may not be sold nor may offers to buy be accepted prior to
the time the Registration Statement becomes effective. If and when
issued, the New Notes will be registered under the Securities Act
of 1933, as amended. This news release does not constitute an offer
or a solicitation by Microsoft of an offer to buy, nor shall there
be any sale of securities in any state or jurisdiction in which
such offer or solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state.
Consummation of the Exchange Offers is subject to a number of
conditions as set forth in the Prospectus included in the
Registration Statement, including, among other things, the
Registration Statement of which the Prospectus forms a part having
been declared effective by the SEC and remaining effective on the
settlement date. The Exchange Offers are made only by and pursuant
to the terms and subject to the conditions set forth in the
Prospectus, which forms a part of the Registration Statement after
it is declared effective by the SEC, and the information in this
news release is qualified by reference to such Prospectus and the
Registration Statement. None of Microsoft, the dealer managers, or
the information agent and exchange agent makes any recommendations
as to whether holders should tender their Existing Notes pursuant
to the Exchange Offers. Holders must make their own decisions as to
whether to tender Existing Notes and, if so, the principal amount
of Existing Notes to tender.
Copies of the Prospectus, pursuant to which the Exchange Offers
are being made, may be obtained from D.F. King & Co., Inc., the
information agent and exchange agent for the Exchange Offers, at
212-269-5552 (to exchange), at 877-864-5060 (for information U.S.
toll-free), at 212-269-5550 (information for brokers), at
www.dfking.com/microsoft, or at microsoft@dfking.com. Questions
regarding the terms and conditions of the Exchange Offers should be
directed to the following joint lead dealer managers:
Morgan
Stanley
1585 Broadway,
4th Floor
New York, NY
10036
Toll Free: (800)
624-1808
Collect: (212)
761-1057
Attn: Liability
Management Group
|
Wells Fargo Securities
550 South Tryon Street, 5th Floor
Charlotte, North
Carolina 28202
Toll Free: (866)
309-6316
Collect: (704)
410-4756
Attn: Liability
Management Group
|
In order to participate in any Exchange Offer, holders of the
Existing Notes located or resident in Canada are required to complete, sign and
submit to the exchange agent a Canadian Eligibility Form, which may
be obtained from D.F. King & Co., Inc. contacts above, to
confirm they satisfy applicable Canadian eligibility requirements
and to provide certain additional information.
Any holder of the Existing Notes located in any Member State of
the European Economic Area that is a retail investor will not be
able to participate in the Exchange Offers. For purposes of this
paragraph, a retail investor means a person who is one (or more) of
the following: (i) a retail client as defined in point (11) of
Article 4(1) of the EU Directive on Markets in Financial
Instruments (2014/65/EU) (as amended, "MiFID II"); (ii) a customer
within the meaning of Directive (EU) 2016/97, where that customer
would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II; or (iii) not a qualified investor as
defined in Regulation (EU) 2017/1129 (as amended, the "Prospectus
Regulation").
Any holder of the Existing Notes located in the United Kingdom that is a retail investor will
not be able to participate in the Exchange Offers. For purposes of
this paragraph, a retail investor means a person who is one (or
more) of the following: (i) a retail client, as defined in point
(8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018
("EUWA"); (ii) a customer within the meaning of the provisions of
the Financial Services and Markets Act 2000 (as amended, "FSMA")
and any rules or regulations made under the FSMA to implement
Directive (EU) 2016/97, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA; or (iii) not a qualified investor as defined in
Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic
law by virtue of the EUWA.
About Microsoft
Microsoft (Nasdaq "MSFT" @microsoft) enables digital
transformation for the era of an intelligent cloud and an
intelligent edge. Its mission is to empower every person and every
organization on the planet to achieve more.
Forward-Looking Statements
Statements in this news release are "forward-looking statements"
based on current expectations and assumptions that are subject to
risks and uncertainties. Actual results could differ materially
because of factors described above as well as:
- intense competition in all of our markets that may lead to
lower revenue or operating margins;
- increasing focus on cloud-based services presenting execution
and competitive risks;
- significant investments in products and services that may not
achieve expected returns;
- acquisitions, joint ventures, and strategic alliances that may
have an adverse effect on our business;
- impairment of goodwill or amortizable intangible assets causing
a significant charge to earnings;
- cyberattacks and security vulnerabilities that could lead to
reduced revenue, increased costs, liability claims, or harm to our
reputation or competitive position;
- disclosure and misuse of personal data that could cause
liability and harm to our reputation;
- the possibility that we may not be able to protect information
stored in our products and services from use by others;
- abuse of our advertising or social platforms that may harm our
reputation or user engagement;
- the development of the internet of things presenting security,
privacy, and execution risks;
- issues about the use of artificial intelligence in our
offerings that may result in competitive harm, legal liability, or
reputational harm;
- excessive outages, data losses, and disruptions of our online
services if we fail to maintain an adequate operations
infrastructure;
- quality or supply problems;
- government litigation and regulatory activity relating to
competition rules that may limit how we design and market our
products;
- potential liability under trade protection, anti-corruption,
and other laws resulting from our global operations;
- laws and regulations relating to the handling of personal data
that may impede the adoption of our services or result in increased
costs, legal claims, fines, or reputational damage;
- claims against us that may result in adverse outcomes in legal
disputes;
- uncertainties relating to our business with government
customers;
- additional tax liabilities;
- the possibility that we may fail to protect our source
code;
- legal changes, our evolving business model, piracy, and other
factors may decrease the value of our intellectual property;
- claims that Microsoft has infringed the intellectual property
rights of others;
- damage to our reputation or our brands that may harm our
business and operating results;
- adverse economic or market conditions that may harm our
business;
- catastrophic events or geopolitical conditions, such as the
COVID-19 pandemic, that may disrupt our business;
- exposure to increased economic and operational uncertainties
from operating a global business, including the effects of foreign
currency exchange; and
- the dependence of our business on our ability to attract and
retain talented employees.
For more information about risks and uncertainties associated
with Microsoft's business, please refer to the "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" and "Risk Factors" sections of Microsoft's SEC filings,
including, but not limited to, its annual report on Form 10-K and
quarterly reports on Form 10-Q that are incorporated by reference
in the Prospectus forming a part of the Registration Statement,
copies of which may be obtained by contacting Microsoft's Investor
Relations department at (800) 285-7772 or at Microsoft's Investor
Relations website
at http://www.microsoft.com/en-us/investor.
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SOURCE Microsoft Corporation