REDMOND, Wash., May 29, 2020 /PRNewswire/ -- Microsoft Corp.
(NASDAQ: MSFT) ("Microsoft") today announced
the expiration of its offers to (i) exchange (the "Pool 1 Offer")
the ten series of notes described in the table below (collectively,
the "Pool 1 Notes") for a new series of Microsoft's 2.525% Notes
due June 1, 2050 (the "New 2050
Notes") and a cash payment, as applicable, 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 2.675%
Notes due June 1, 2060 (the "New 2060
Notes" and, together with the New 2050 Notes, the "New Notes") and
a cash payment, as applicable.
A Registration Statement on Form S-4 (File No. 333-237925), as
amended by Amendment No. 1 thereto (the "Registration Statement"),
relating to the issuance of the New Notes has been filed with the
Securities and Exchange Commission (the "SEC") and has become
effective. The New Notes, upon issuance, will be registered under
the Securities Act of 1933, as amended, pursuant to the
Registration Statement.
The table below identifies the aggregate principal amount of
each series of Pool 1 Notes validly tendered (and not validly
withdrawn) in the Pool 1 Offer and the principal amount of each
series of Pool 1 Notes, based on the order of acceptance priority
for such series, that Microsoft expects to accept on the Settlement
Date (as defined below):
Pool 1
Table
|
Title of
Security
|
CUSIP
Number
|
Consideration
Exchanged for
|
Acceptance
Priority
Level
|
Principal
Amount
Tendered(1)
|
Principal
Amount
Microsoft
Expects
to
Accept
|
|
|
|
|
|
|
4.875% Notes due
2043
|
594918AX2
|
New 2050
Notes
|
1
|
$325,428,000
|
$325,428,000
|
5.300% Notes due
2041
|
594918AM6
|
New 2050
Notes
|
2
|
$229,661,000
|
$229,661,000
|
4.450% Notes due
2045
|
594918BL7
|
New 2050
Notes
|
3
|
$1,711,663,000
|
$1,711,663,000
|
4.250% Notes due
2047
|
594918CA0
|
New 2050
Notes
|
4
|
$1,415,370,000
|
$1,415,370,000
|
|
|
|
|
|
|
5.200% Notes due
2039
|
594918AD6
|
New 2050
Notes
|
5
|
$191,455,000
|
$191,455,000
|
4.500% Notes due
2040
|
594918AJ3
|
New 2050
Notes
|
6
|
$428,829,000
|
$428,829,000
|
|
|
|
|
|
|
3.750% Notes due
2043
|
594918AU8
|
New 2050
Notes
|
7
|
$255,985,000
|
$255,985,000
|
|
|
|
|
|
|
3.750% Notes due
2045
|
594918BD5
|
New 2050
Notes
|
8
|
$1,109,437,000
|
$1,109,433,000
|
4.100% Notes due
2037
|
594918BZ6
|
New 2050
Notes
|
9
|
$1,569,224,000
|
$583,533,000
|
|
|
|
|
|
|
4.200% Notes due
2035
|
594918BK9
|
New 2050
Notes
|
10
|
$325,218,000
|
$0
|
|
|
|
|
|
|
(1) The
aggregate principal amounts of each series that have been validly
tendered for exchange and not validly withdrawn, as of 11:59 p.m.,
New York City time, on May 28, 2020 (the "Expiration Time"), based
on information provided by the exchange agent to
Microsoft.
|
The table below identifies the aggregate principal amount of
each series of Pool 2 Notes validly tendered (and not validly
withdrawn) in the Pool 2 Offer and the principal amount of each
series of Pool 2 Notes, based on the order of acceptance priority
for such series, that Microsoft expects to accept on the Settlement
Date:
Pool 2
Table
|
Title of
Security
|
CUSIP
Number
|
Consideration
Exchanged for
|
Acceptance
Priority
Level
|
Principal
Amount
Tendered(1)
|
Principal
Amount
Microsoft
Expects
to
Accept
|
|
|
|
|
|
|
4.750% Notes due
2055
|
594918BM5
|
New 2060
Notes
|
1
|
$673,265,000
|
$673,265,000
|
4.000% Notes due
2055
|
594918BE3
|
New 2060
Notes
|
2
|
$1,456,150,000
|
$1,456,150,000
|
4.500% Notes due
2057
|
594918CB8
|
New 2060
Notes
|
3
|
$1,116,223,000
|
$1,116,223,000
|
3.950% Notes due
2056
|
594918BU7
|
New 2060
Notes
|
4
|
$1,693,876,000
|
$295,490,000
|
|
|
|
|
|
|
(1) The
aggregate principal amounts of each series that have been validly
tendered for exchange and not validly withdrawn, as of the
Expiration 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, $7,562,270,000 aggregate principal amount of Pool
1 Notes and $4,939,514,000 aggregate
principal amount of Pool 2 Notes were validly tendered and not
validly withdrawn at or prior to the Expiration Time, as more fully
set forth above.
The Exchange Offers expired at 11:59
p.m., New York City time,
on May 28, 2020. Following the
Expiration Time, tenders of the Existing Notes may not be validly
withdrawn. As of the Expiration Time, all conditions to the
Exchange Offers were satisfied. Microsoft currently anticipates
that the settlement date of the Exchange Offers will be
June 1, 2020 (the "Settlement
Date").
Based on the amount of Existing Notes tendered in the Exchange
Offers and in accordance with the terms of the Exchange Offers,
Microsoft expects to accept, on the Settlement Date, (a) the
following Pool 1 Notes validly tendered (and not validly
withdrawn): (i) all of the Pool 1 Notes listed in the Pool 1 Table
above at Acceptance Priority Levels 1 through 7, (ii) $1,109,433,000 aggregate principal amount of its
3.750% Notes due 2045 (which is less than the amount tendered (and
not validly withdrawn) due to minimum denomination requirements of
the Exchange Offers) and (iii) $583,533,000 aggregate principal amount of its
4.100% Notes due 2037 with a proration factor for such notes equal
to approximately 37.19% of such notes validly tendered (and not
validly withdrawn) and (b) the following Pool 2 Notes validly
tendered (and not validly withdrawn): (i) all of the Pool 2 Notes
listed in the Pool 2 Table at Acceptance Priority Levels 1 through
3 and (ii) $295,490,000 aggregate
principal amount of its 3.950% Notes due 2056 with a proration
factor for such notes equal to approximately 17.44% of such notes
validly tendered (and not validly withdrawn) as set forth above.
Microsoft does not expect to accept any of the Pool 1 Notes listed
in the Pool 1 Table at Acceptance Priority Level 10.
On the Settlement Date, Microsoft expects to deliver an
aggregate principal amount of $6,249,997,000 of New 2050 Notes and an aggregate
principal amount of $3,750,000,000 of
New 2060 Notes and cash payments, as applicable, pursuant to
Microsoft's prospectus dated May 19,
2020 (the "Prospectus"), filed with the SEC on May 19, 2020, relating to the New Notes.
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;
- 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;
- claims against us that may result in adverse outcomes in legal
disputes;
- 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;
- additional tax liabilities;
- damage to our reputation or our brands that may harm our
business and operating results;
- exposure to increased economic and operational uncertainties
from operating a global business, including the effects of foreign
currency exchange;
- uncertainties relating to our business with government
customers;
- 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; 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