Microsoft Pronounces Expiration and Last Outcomes of its Non-public Alternate Gives and Consent Solicitations

REDMOND, Wash., Nov. 14, 2023 /CNW/ — Microsoft Company (Nasdaq: MSFT) (“Microsoft“) at the moment introduced the ultimate outcomes of its beforehand introduced presents to Eligible Holders (as outlined herein) to alternate (every an “Alternate Provide” and collectively, the “Alternate Gives“) any and all excellent notes issued by Activision Blizzard, Inc., a wholly-owned subsidiary of Microsoft (“Activision Blizzard“) as set forth within the desk under (the “Current Activision Blizzard Notes“) for (1) as much as $3,650,000,000 combination principal quantity of recent notes issued by Microsoft (the “New Microsoft Notes“) and (2) money. The next desk units forth the combination principal quantity of every sequence of Current Activision Blizzard Notes that have been validly tendered and never validly withdrawn after 5:00 p.m., New York Metropolis time, on October 27, 2023 (the “Early Tender Date“) however at or earlier than 5:00 p.m., New York Metropolis time, on November 14, 2023 (the “Expiration Date“):

The Alternate Gives and the associated beforehand accomplished consent solicitations (the “Consent Solicitations”) have been made pursuant to the phrases and topic to the circumstances set forth within the providing memorandum and consent solicitation assertion dated as of October 16, 2023 (the “Providing Memorandum and Consent Solicitation Assertion“). The ultimate settlement of the Alternate Gives is anticipated to happen on or about November 16, 2023 (the “Last Settlement“).

Story continues

In reference to the Last Settlement, Microsoft expects to subject the next further quantities of New Microsoft Notes: $205,000 combination principal quantity of three.400% Notes due 2026 (the “Last Settlement 2026 Notes”); $1,610,000 combination principal quantity of three.400% Notes due 2027 (the “Last Settlement 2027 Notes”); $5,743,000 combination principal quantity of 1.350% Notes due 2030 (the “Last Settlement 2030 Notes”); $2,972,000 combination principal quantity of 4.500% Notes due 2047 (the “Last Settlement 2047 Notes”); and $1,070,000 combination principal quantity of two.500% Notes due 2050 (the “Last Settlement 2050 Notes” and, along with the Last Settlement 2026 Notes, the Last Settlement 2027 Notes, the Last Settlement 2030 Notes and the Last Settlement 2047 Notes, the “Last Settlement Notes”).

The Last Settlement Notes will likely be ruled by an indenture, dated as of Could 18, 2009 (the “Base Indenture”), between Microsoft, as issuer, and The Financial institution of New York Mellon Belief Firm, N.A., as trustee (the “New Microsoft Notes Trustee”), as supplemented by the Fifteenth Supplemental Indenture, dated as of November 6, 2023 (the “Fifteenth Supplemental Indenture”), between Microsoft and the New Microsoft Notes Trustee.

The Last Settlement Notes will likely be Microsoft’s senior unsecured obligations and rank equally with Microsoft’s different unsecured and unsubordinated debt on occasion excellent. The rate of interest and maturity date for every sequence of Last Settlement Notes is as follows: the Last Settlement 2026 Notes will bear curiosity at a price of three.400% every year and can mature on September 15, 2026; the Last Settlement 2027 Notes will bear curiosity at a price of three.400% every year and can mature on June 15, 2027; the Last Settlement 2030 Notes will bear curiosity at a price of 1.350% every year and can mature on September 15, 2030; the Last Settlement 2047 Notes will bear curiosity at a price of three.400% every year and can mature on June 15, 2047; and the Last Settlement 2050 Notes will bear curiosity at a price of two.500% every year and can mature on September 15, 2050.

The foregoing summaries of the Fifteenth Supplemental Indenture and the Last Settlement Notes don’t purport to be full and every is certified in its entirety by reference to the relevant full textual content of the Base Indenture and the Fifteenth Supplemental Indenture, together with the types of the New Microsoft Notes connected thereto.

The Alternate Gives and Consent Solicitations have been made solely to holders of Current Activision Blizzard Notes who accomplished and returned an eligibility letter confirming that they have been individuals (a) in america moderately believed to be “certified institutional patrons” as outlined in Rule 144A underneath the Securities Act of 1933, as amended (the “Securities Act“), or (b) outdoors america who weren’t “U.S. individuals” as outlined in Rule 902 underneath the Securities Act and who have been eligible to take part within the Alternate Provide pursuant to the legal guidelines of the relevant jurisdiction, as set forth within the eligibility letter (“Eligible Holders“).

Eligible Holders of Current Activision Blizzard Notes who have been situated in or a resident of Canada have been additionally required to finish and return a Canadian supplemental eligibility letter to D.F. King & Co., Inc. (the “Info Agent” and the “Alternate Agent“) establishing their eligibility to take part within the Alternate Gives and offering supplemental info required for Canadian securities regulatory reporting functions. Every holder of Current Activision Blizzard Notes was, by collaborating in any Alternate Provide, deemed to signify and warrant that it was not situated in or a resident of any province or territory of Canada, and that it was not tendering any Current Activision Blizzard Notes on behalf of a useful proprietor that was situated in or a resident of Canada, except both: (i) such holder accomplished and returned a Canadian supplemental eligibility letter to the Info Agent, or (ii) such holder was an account supervisor outdoors Canada performing on behalf of a Canadian useful proprietor on a fully-discretionary foundation, and no acts in furtherance of the alternate of such useful proprietor’s Current Activision Blizzard Notes befell in Canada.

D.F. King & Co., Inc. is performing because the Alternate Agent and Info Agent in reference to the Alternate Gives and Consent Solicitations. Questions or requests for help associated to the Alternate Gives could also be directed to D.F. King & Co., Inc. by sending an electronic mail to [email protected] or by calling (866) 227-7300 (U.S. toll-free) or (212) 269-5550 (banks and brokers). You might also contact your dealer, vendor, industrial financial institution, belief firm or different nominee for help in regards to the Alternate Gives.

This press launch doesn’t represent a suggestion to promote or buy, or a solicitation of a suggestion to promote or buy, or the solicitation of tenders or consents with respect to, any safety. This press launch shouldn’t be construed as a suggestion to promote or buy, or a solicitation of a suggestion to promote or buy, or the solicitation of tenders or consents with respect to, any Microsoft securities or different securities by Activision Blizzard. No supply, solicitation, buy or sale was made in any jurisdiction wherein such a suggestion, solicitation, or sale can be illegal. The Alternate Gives and Consent Solicitations have been made to Eligible Holders solely pursuant to the Providing Memorandum and Consent Solicitation Assertion and solely to such individuals and in such jurisdictions as permitted underneath relevant legislation.

The New Microsoft Notes haven’t been registered with the Securities and Alternate Fee (the “SEC“) underneath the Securities Act or any state or overseas securities legal guidelines. Due to this fact, the New Microsoft Notes might not be provided or bought in america or to any U.S. individual absent registration, besides pursuant to an relevant exemption from, or in a transaction not topic to, the registration necessities of the Securities Act. In reference to the Alternate Gives, Microsoft expects to enter right into a registration rights settlement, pursuant to which Microsoft will likely be obligated to make use of commercially cheap efforts to file with the SEC and trigger to grow to be efficient a registration assertion with respect to a suggestion to alternate every sequence of New Microsoft Notes for brand spanking new notes, on or previous to January 29, 2025. As well as, Microsoft has agreed to make use of commercially cheap efforts to file a shelf registration assertion to cowl resales of the New Microsoft Notes underneath the Securities Act in sure circumstances.

About Microsoft
Microsoft (Nasdaq “MSFT” @microsoft) permits digital transformation for the period of an clever cloud and an clever edge. Its mission is to empower each individual and each group on the planet to realize extra.

Cautionary Notice Concerning Ahead-looking Statements
This press launch contains forward-looking statements inside the that means of federal securities legal guidelines. All statements, apart from statements of historic reality, included on this press launch are forward-looking statements. Such forward-looking statements embody, however will not be restricted to, statements in regards to the Last Settlement. No assurances could be on condition that the forward-looking statements contained on this press launch will happen as anticipated and precise outcomes could differ materially from these included on this press launch. Ahead-looking statements are primarily based on present expectations and assumptions that contain quite a few dangers and uncertainties that might trigger precise outcomes to vary materially from these included on this press launch. Essential dangers, uncertainties and different elements are described within the Providing Memorandum and Consent Solicitation Assertion, Microsoft’s Annual Report on Type 10-Ok for the fiscal 12 months ended June 30, 2023, Microsoft’s Quarterly Report on Type 10-Q for the quarterly interval ended September 30, 2023, Activision Blizzard’s Annual Report on Type 10-Ok for the fiscal 12 months ended December 31, 2022, Activision Blizzard’s Quarterly Stories on Type 10-Q for the quarterly intervals ended March 31, 2023 and June 30, 2023, and Present Stories on Type 8-Ok and different filings Microsoft and Activision Blizzard make with the SEC. Ahead-looking statements are primarily based on the estimates and opinions of administration on the time the statements are made. Besides to the extent required by relevant legislation, Microsoft doesn’t undertake any obligation to publicly replace or revise any forward-looking assertion, whether or not because of new info, future occasions or in any other case. You’re cautioned to not place undue reliance on these forward-looking statements that talk solely as of the date hereof.

View authentic content material to obtain multimedia:https://www.prnewswire.com/news-releases/microsoft-announces-expiration-and-final-results-of-its-private-exchange-offers-and-consent-solicitations-301988415.html

SOURCE Microsoft Corp.

View authentic content material to obtain multimedia: http://www.newswire.ca/en/releases/archive/November2023/14/c1930.html