Microsoft Announces Results of Early Participation in Private Exchange Offers and Consent Solicitations

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REDMOND, Wash., Oct. 27, 2023 /PRNewswire/ -- Microsoft Corporation (Nasdaq: MSFT) ("Microsoft") today announced that, in connection with the previously announced offers to Eligible Holders (as defined herein) to exchange (each an "Exchange Offer" and collectively, the "Exchange Offers") any and all outstanding notes issued by Activision Blizzard, Inc., a wholly-owned subsidiary of Microsoft ("Activision Blizzard") as set forth in the table below (the "Existing Activision Blizzard Notes") for (1) up to $3,650,000,000 aggregate principal amount of new notes issued by Microsoft (the "New Microsoft Notes") and (2) cash, and solicitations of consents by Activision Blizzard from Eligible Holders (each, a "Consent Solicitation" and, collectively, the "Consent Solicitations") to adopt certain proposed amendments to each of the corresponding indentures governing the Existing Activision Blizzard Notes (with respect to the corresponding indenture for such Existing Activision Blizzard Notes, the "Proposed Amendments"), as of 5:00 p.m., New York City time, on October 27, 2023 (the "Early Tender Date"), the following principal amounts of each series of Existing Activision Blizzard Notes have been validly tendered and not validly withdrawn (and consents thereby validly given and not validly revoked):

Microsoft company logo.  (PRNewsFoto/Microsoft Corp.) (PRNewsfoto/Microsoft Corp.)

Title of Series of Existing Activision Blizzard Notes

Aggregate Principal Amount Outstanding

Notes Tendered at Early Tender Date

Principal Amount

Percentage

3.400% Senior Notes due 2026

$850,000,000

$762,456,000

89.70 %

3.400% Senior Notes due 2027

$400,000,000

$353,183,000

88.30 %

1.350% Senior Notes due 2030

$500,000,000

$442,842,000

88.57 %

4.500% Senior Notes due 2047

$400,000,000

$391,290,000

97.82 %

2.500% Senior Notes due 2050

$1,500,000,000

$1,439,312,000

95.95 %

Activision Blizzard has received the requisite number of consents to adopt the Proposed Amendments with respect to each of the five outstanding series of Existing Activision Blizzard Notes that are subject to the Exchange Offers and Consent Solicitations. Accordingly, it is expected Activision Blizzard and the trustee for each such outstanding series of Existing Activision Blizzard Notes will execute and deliver supplemental indentures to amend the indentures governing the Existing Activision Blizzard Notes effecting the Proposed Amendments, which supplemental indentures will become operational on the early settlement date, which is expected to be on November 6, 2023 (the "Early Settlement Date").

Tendered Existing Activision Blizzard Notes may no longer be withdrawn.

For each $1,000 principal amount of Existing Activision Blizzard Notes validly tendered at or prior to 5:00 p.m., New York City time, on the Early Tender Date and not validly withdrawn, Eligible Holders of Existing Activision Blizzard Notes will be eligible to receive the applicable consideration as set out in the column titled "Total Exchange Consideration" in the table below. Payment is expected to be made on the Early Settlement Date.

Title of Series of Existing Activision Blizzard Notes

CUSIP Number

ISIN

Aggregate Principal Amount Outstanding

Exchange Consideration(1)

Total Exchange Consideration(2)

3.400% Senior Notes due 2026

00507VAK5

US00507VAK52

$850,000,000

$970 principal amount of New Microsoft 3.400% Notes due 2026

$1,000 principal amount of New Microsoft 3.400% Notes due 2026 and $1.00 in cash

3.400% Senior Notes due 2027

00507VAM1

US00507VAM19

$400,000,000

$970 principal amount of New Microsoft 3.400% Notes due 2027

$1,000 principal amount of New Microsoft 3.400% Notes due 2027 and $1.00 in cash

1.350% Senior Notes due 2030

00507VAP4

US00507VAP40

$500,000,000

$970 principal amount of New Microsoft 1.350% Notes due 2030

$1,000 principal amount of New Microsoft 1.350% Notes due 2030 and $1.00 in cash

4.500% Senior Notes due 2047

00507VAN9

US00507VAN91

$400,000,000

$970 principal amount of New Microsoft 4.500% Notes due 2047

$1,000 principal amount of New Microsoft 4.500% Notes due 2047 and $1.00 in cash

2.500% Senior Notes due 2050

00507VAQ2

US00507VAQ23

$1,500,000,000

$970 principal amount of New Microsoft 2.500% Notes due 2050

$1,000 principal amount of New Microsoft 2.500% Notes due 2050 and $1.00 in cash

(1)

For each $1,000 principal amount of Existing Activision Blizzard Notes validly tendered after the Early Tender Date but at or before the Expiration Date (as defined herein), not validly withdrawn and accepted for exchange.

(2)

For each $1,000 principal amount of Existing Activision Blizzard Notes validly tendered at or before the Early Tender Date, not validly withdrawn and accepted for exchange.

The Exchange Offers and Consent Solicitations are being made pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement dated as of October 16, 2023 (as it may be amended or supplemented, the "Offering Memorandum and Consent Solicitation Statement"). Each Exchange Offer and Consent Solicitation is conditioned upon the completion of the other Exchange Offers and Consent Solicitations, although Microsoft may waive such condition at any time with respect to an Exchange Offer. Any waiver of a condition by Microsoft with respect to an Exchange Offer will automatically waive such condition with respect to the corresponding Consent Solicitation. Microsoft, in its sole discretion, may terminate, withdraw, amend or extend any of the Exchange Offers, subject to the terms and conditions set forth in the Offering Memorandum and Consent Solicitation Statement. Any such termination, withdrawal, amendment or extension by Microsoft will automatically terminate, withdraw, amend or extend the corresponding Consent Solicitation, as applicable.

The Exchange Offers and Consent Solicitations will expire at 5:00 p.m., New York City time, on November 14, 2023, unless extended (the "Expiration Date"). Eligible Holders who validly tender (and do not validly withdraw) their Existing Activision Blizzard Notes after the Early Tender Date but at or before the Expiration Date will be eligible to receive, on the Final Settlement Date (as defined herein), the applicable consideration as set out in the column titled "Exchange Consideration" in the table above. Payment for Existing Activision Blizzard Notes validly tendered (and not validly withdrawn) after the Early Tender Date but at or before the Expiration Date will be promptly after the Expiration Date and is currently expected to occur within two business days after the Expiration Date (the "Final Settlement Date").

The Exchange Offers and Consent Solicitations are only being made, and documents relating to the Exchange Offers and Consent Solicitations are only being distributed, to holders of Existing Activision Blizzard Notes who complete and return an eligibility letter confirming that they are persons (a) in the United States who are reasonably believed to be "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), or (b) that are outside the United States who are not "U.S. persons" as defined in Rule 902 under the Securities Act and who are eligible to participate in the Exchange Offer pursuant to the laws of the applicable jurisdiction, as set forth in the eligibility letter ("Eligible Holders").

Eligible Holders of Existing Activision Blizzard Notes who are located in or a resident of Canada must also complete and return a Canadian supplemental eligibility letter to D.F. King & Co., Inc. (the "Information Agent" and the "Exchange Agent") establishing its eligibility to participate in the Exchange Offers and providing supplemental information required for Canadian securities regulatory reporting purposes. Each holder of Existing Activision Blizzard Notes will, by participating in any Exchange Offer, be deemed to represent and warrant that it is not located in or a resident of any province or territory of Canada, and that it is not tendering any Existing Activision Blizzard Notes on behalf of a beneficial owner that is located in or a resident of Canada, unless either: (i) such holder has completed and returned a Canadian supplemental eligibility letter to the Information Agent, or (ii) such holder is an account manager outside Canada acting on behalf of a Canadian beneficial owner on a fully-discretionary basis, and no acts in furtherance of the exchange of such beneficial owner's Existing Activision Blizzard Notes take place in Canada.

The complete terms and conditions of the Exchange Offers and Consent Solicitations are described in the Offering Memorandum and Consent Solicitation Statement, a copy of which may be obtained by Eligible Holders by contacting D.F. King & Co., Inc., the Exchange Agent and Information Agent in connection with the Exchange Offers and Consent Solicitations, by sending an email to MSFT-ATVI@dfking.com or by calling (866) 227-7300 (U.S. toll-free) or (212) 269-5550 (banks and brokers). The eligibility letter is available electronically at: https://www.dfking.com/MSFT-ATVI.

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. This press release should not be construed as an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any Microsoft securities or other securities by Activision Blizzard. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Exchange Offers and Consent Solicitations are being made to Eligible Holders solely pursuant to the Offering Memorandum and Consent Solicitation Statement and only to such persons and in such jurisdictions as is permitted under applicable law.

The New Microsoft Notes have not been registered with the Securities and Exchange Commission (the "SEC") under the Securities Act or any state or foreign securities laws. Therefore, the New Microsoft Notes may not be offered or sold in the United States or to any U.S. person absent registration, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In connection with the Exchange Offers, Microsoft expects to enter into a registration rights agreement, pursuant to which Microsoft will be obligated to use commercially reasonable efforts to file with the SEC and cause to become effective a registration statement with respect to an offer to exchange each series of New Microsoft Notes for new notes within 450 days of the Early Settlement Date. In addition, Microsoft has agreed to use commercially reasonable efforts to file a shelf registration statement to cover resales of the New Microsoft Notes under the Securities Act in certain circumstances.

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.

Cautionary Note Regarding Forward-looking Statements

This press release includes forward-looking statements within the meaning of federal securities laws. All statements, other than statements of historical fact, included in this press release are forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the timing of the Exchange Offers and Consent Solicitations. No assurances can be given that the forward-looking statements contained in this press release will occur as expected and actual results may differ materially from those included in this press release. Forward-looking statements are based on current expectations and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those included in this press release. Important risks, uncertainties and other factors are described in the Offering Memorandum and Consent Solicitation Statement, Microsoft's Annual Report on Form 10-K for the fiscal year ended June 30, 2023, Microsoft's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, Activision Blizzard's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, Activision Blizzard's Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023 and June 30, 2023, and Current Reports on Form 8-K and other filings Microsoft and Activision Blizzard make with the SEC. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Except to the extent required by applicable law, Microsoft does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. You are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

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