Microsoft announces early participation results of exchange offers 2 March

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 SecurityCUSIP

Number

Principal Amount OutstandingAcceptance Priority LevelPrincipal

Amount Tendered (1)

4.875% Notes due 2043594918AX2$174,572,0001$28,429,000
4.450% Notes due 2045594918BL7$1,288,337,0002$292,925,000
4.250% Notes due 2047594918CA0$1,584,630,0003$495,777,000
5.300% Notes due 2041594918AM6$770,339,0004$52,256,000
5.200% Notes due 2039594918AD6$558,545,0005$37,963,000
4.500% Notes due 2040594918AJ3$571,171,0006$85,290,000
3.700% Notes due 2046594918BT0$4,500,000,0007$2,743,621,000
3.750% Notes due 2043594918AU8$244,015,0008$75,863,000
3.750% Notes due 2045594918BD5$640,567,0009$141,878,000
3.500% Notes due 2042594918AR5$900,000,00010$445,873,000
4.100% Notes due 2037594918BZ6$1,916,467,00011$1,062,832,000
4.200% Notes due 2035594918BK9$1,000,000,00012$275,906,000
3.450% Notes due 2036594918BS2$2,250,000,00013$952,795,000
3.500% Notes due 2035594918BC7$1,500,000,00014$302,195,000
  • The aggregate principal amounts of each series that have been validly tendered for exchange and not validly withdrawn, as of 5:00 p.m., New York City time, on March 1, 2021 (the “Early Exchange Time”), based on information provided by the exchange agent to Microsoft.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 SecurityCUSIP

Number

Principal Amount OutstandingAcceptance Priority LevelPrincipal

Amount Tendered (1)

3.950% Notes due 2056594918BU7$1,954,510,0001$1,513,090,000
4.750% Notes due 2055594918BM5$326,735,0002$31,494,000
4.500% Notes due 2057594918CB8$883,777,0003$129,655,000
4.000% Notes due 2055594918BE3$793,850,0004$253,329,000
  • 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.

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