Microsoft gives final results of exchange offers for 18 note series

By Rebecca Melvin

New York, March 16 – Microsoft Corp. announced the final results of its offer to exchange 14 series of existing notes for new 2.921% notes due March 17, 2052 and cash and its offer to exchange four series of existing notes for new 3.041% notes due March 17, 2062 and cash, according to a news release.

The exchange offers expired at 11:59 p.m. ET on March 15.

There were $7,011,700,000 aggregate principal amount of Pool 1 notes and $1,934,830,000 aggregate principal amount of Pool 2 notes validly tendered and not validly withdrawn at or prior to the expiration.

Microsoft expects to accept all of the Pool 1 notes above acceptance priority levels 1 through 8 and 10 through 12, $141,904,000 of its 3.75% notes due 2045, which is less than the amount tendered due to minimum denomination requirements of the exchange offers, and $500,673,000 principal amount of its 3.45% notes due 2036 with a proration factor equal to about 52% of the notes validly tendered and not validly withdrawn and all Pool 2 notes tendered. It does not expect to accept any of the $305,268,000 principal amounted tendered of 3.5% notes due 2035 (Cusip: 594918BC7).

On the March 17 settlement date, Microsoft expects to deliver an aggregate principal amount of $6.25 million 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 the company’s March 4 prospectus.

Pool 1 offer

For each $1,000 principal amount of pool 1 notes validly tendered and not validly withdrawn by the expiration time, holders will receive $1,000 principal amount of new 2052 notes and a cash payment.

Holders tendered

• $28,429,000 principal amount of 4.875% notes due 2043 (Cusip: 594918AX2), and all of that amount is to be accepted;

• $291.9 million principal amount of 4.45% notes due 2045 (Cusip: 594918BL7) and all of that amount is to be accepted;

• $496,145,000 principal amount of 4.25% notes due 2047 (Cusip: 594918CA0) and all of that amount is to be accepted;

• $52,316,000 principal amount of 5.3% notes due 2041 (Cusip: 594918AM6) and all of that amount is to be accepted;

• $38,287,000 principal amount of 5.2% notes due 2039 (Cusip: 594918AD6) and all of that amount is to be accepted;

• $85,527,000 principal amount of 4.5% notes due 2040 (Cusip: 594918AJ3) and all of that amount is to be accepted;

• $2,752,720,000 principal amount of 3.7% notes due 2046 (Cusip: 594918BT0) and all of that amount is to be accepted;

• $75,896,000 principal amount of 3.75% notes due 2043 (Cusip: 594918AU8) and all of that amount is to be accepted;

• $141,906,000 principal amount of 3.75% notes due 2045 (Cusip: 594918BD5) and $141,904,000 is to be accepted;

• $445,898,000 principal amount of 3.5% notes due 2042 (Cusip: 594918AR5) and all of that amount is to be accepted;

• $1,065,067,000 principal amount of 4.1% notes due 2037 (Cusip: 594918BZ6) and all of that amount is to be accepted;

• $276,121,000 principal amount of 4.2% notes due 2035 (Cusip: 594918BK9) and all of that will be accepted;

• $956.22 million principal amount of 3.45% notes due 2036 (Cusip: 594918BS2) and $500,673,000 will be accepted; and

• $305,268,000 principal amount of 3.5% notes due 2035 (Cusip: 594918BC7) and $0 will be accepted.

Pool 2 offer

The aggregate principal amount of pool 2 notes of each series accepted for exchange is based on the order of acceptance priority for such series, such that the principal amount of pool 2 notes accepted in the offer results in the issuance of new 2062 notes in an amount not exceeding $2 billion, increased from $1.25 billion.

Holders tendered:

• $1,521,258,000 principal amount of 3.95% notes due 2056 (Cusip: 594918BU7);

• $31,494,000 principal amount of 4.75% notes due 2055 (Cusip: 594918BM5);

• $128,724,000 principal amount of 4.5% notes due 2057 (Cusip: 594918CB8); and

• $253,354,000 principal amount of 4% notes due 2055 (Cusip: 594918BE3).

The joint dealer managers of the exchange offer are Morgan Stanley (800 624-1808 or 212 761-1057) and Wells Fargo Securities (866 309-6316 or 704 410-4756).

The exchange agent is D.F. King & Co., Inc. (212 269-5552, 800 431-9645, 212-269-5550 or microsoft@dfking.com).

The computer software company is based in Redmond, Wash.

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