Microsoft Corp. (NASDAQ: MSFT) ("Microsoft") announced today the early participation results 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 notes due June 1, 2050 (the "New 2050 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 | $500,000,000 | 1 | $316,270,000 |
| 5.300% Notes due 2041 | 594918AM6 | $1,000,000,000 | 2 | $224,322,000 |
| 4.450% Notes due 2045 | 594918BL7 | $3,000,000,000 | 3 | $1,774,667,000 |
| 4.250% Notes due 2047 | 594918CA0 | $3,000,000,000 | 4 | $1,443,710,000 |
| 5.200% Notes due 2039 | 594918AD6 | $750,000,000 | 5 | $191,415,000 |
| 4.500% Notes due 2040 | 594918AJ3 | $1,000,000,000 | 6 | $427,782,000 |
| 3.750% Notes due 2043 | 594918AU8 | $500,000,000 | 7 | $252,918,000 |
| 3.750% Notes due 2045 | 594918BD5 | $1,750,000,000 | 8 | $1,106,308,000 |
| 4.100% Notes due 2037 | 594918BZ6 | $2,500,000,000 | 9 | $1,568,040,000 |
| 4.200% Notes due 2035 | 594918BK9 | $1,000,000,000 | 10 | $324,503,000 |
- The aggregate principal amounts of each series that have been validly tendered for exchange and not validly withdrawn, as of 5:00 p.m., New York City time, on May 13, 2020 (the "Early Exchange Time"), based on information provided by the exchange agent to Microsoft.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 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 June 1, 2060 (the "New 2060 Notes" and, together with the New 2050 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) |
| 4.750% Notes due 2055 | 594918BM5 | $1,000,000,000 | 1 | $672,725,000 |
| 4.000% Notes due 2055 | 594918BE3 | $2,250,000,000 | 2 | $1,492,344,000 |
| 4.500% Notes due 2057 | 594918CB8 | $2,000,000,000 | 3 | $992,305,000 |
| 3.950% Notes due 2056 | 594918BU7 | $2,250,000,000 | 4 | $1,696,715,000 |
- The aggregate principal amounts of each series that have been validly tendered for exchange and not validly withdrawn, as of the Early Exchange Time, based on information provided by the exchange agent to Microsoft.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, $7,629,935,000 in aggregate principal amount of the Pool 1 Notes and $4,854,089,000 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 at 10:00 a.m., New York City time, on May 14, 2020. The Exchange Offers are scheduled to expire at 11:59 p.m., New York City time, on May 28, 2020, 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 June 1, 2020, 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 April 30, 2020 (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 in which such offer or solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
