Microsoft announces expiration of its exchange offers 16 March

Microsoft Corp. (NASDAQ: MSFT) (“Microsoft”) today announced the expiration 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 2.921% Notes due March 17, 2052 (the “New 2052 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 3.041% 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.

A Registration Statement on Form S-4 (File No. 333-253138), 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table below identifies the aggregate principal amount of each series of Pool 1 Notes validly tendered (and not validly withdrawn) in the Pool 1 Offer and the principal amount of each series of Pool 1 Notes, based on the order of acceptance priority for such series, that Microsoft expects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 SecurityCUSIP

Number

Consideration Exchanged for Acceptance Priority LevelPrincipal

Amount Tendered(1)

Principal

Amount Microsoft Expects to Accept

4.875% Notes due 2043594918AX2New 2052 Notes1$28,429,000$28,429,000
4.450% Notes due 2045594918BL7New 2052 Notes2$291,900,000$291,900,000
4.250% Notes due 2047594918CA0New 2052 Notes3$496,145,000$496,145,000
5.300% Notes due 2041594918AM6New 2052 Notes4$52,316,000$52,316,000
5.200% Notes due 2039594918AD6New 2052 Notes5$38,287,000$38,287,000
4.500% Notes due 2040594918AJ3New 2052 Notes6$85,527,000$85,527,000
3.700% Notes due 2046594918BT0New 2052 Notes7$2,752,720,000$2,752,720,000
3.750% Notes due 2043594918AU8New 2052 Notes8$75,896,000$75,896,000
3.750% Notes due 2045594918BD5New 2052 Notes9$141,906,000$141,904,000
3.500% Notes due 2042594918AR5New 2052 Notes10$445,898,000$445,898,000
4.100% Notes due 2037594918BZ6New 2052 Notes11$1,065,067,000$1,065,067,000
4.200% Notes due 2035594918BK9New 2052 Notes12$276,121,000$276,121,000
3.450% Notes due 2036594918BS2New 2052 Notes13$956,220,000$500,673,000
3.500% Notes due 2035594918BC7New 2052 Notes14$305,268,000$0
  • 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 March 15, 2021 (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 SecurityCUSIP

Number

Consideration Exchanged for Acceptance Priority LevelPrincipal

Amount Tendered(1)

Principal

Amount Microsoft Expects to Accept

3.950% Notes due 2056594918BU7New 2062 Notes1$1,521,258,000$1,521,258,000
4.750% Notes due 2055594918BM5New 2062 Notes2$31,494,000$31,494,000
4.500% Notes due 2057594918CB8New 2062 Notes3$128,724,000$128,724,000
4.000% Notes due 2055594918BE3New 2062 Notes4$253,354,000$253,354,000
  • 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, $7,011,700,000 aggregate principal amount of Pool 1 Notes and $1,934,830,000 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 March 15, 2021. 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 March 17, 2021 (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 8 and 10 through 12, (ii) $141,904,000 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) $500,673,000 aggregate principal amount of its 3.450% Notes due 2036 with a proration factor for such notes equal to approximately 52% of such notes validly tendered (and not validly withdrawn) and (b) all Pool 2 Notes validly tendered (and not validly withdrawn). Microsoft does not expect to accept any of the Pool 1 Notes listed in the Pool 1 Table at Acceptance Priority Level 14.

On the Settlement Date, Microsoft expects to deliver an aggregate principal amount of $6,250,000,000 of New 2052 Notes and an aggregate principal amount of $1,934,476,000 of New 2062 Notes and cash payments, as applicable, pursuant to Microsoft’s prospectus dated March 4, 2021 (the “Prospectus”), filed with the SEC on March 4, 2021, 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.

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