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Microsoft Corp. & Activision Blizzard, Inc. - Exchange Offer & Consent Solicitation - Expiration

Microsoft Announces Expiration and Final Results of its Private Exchange Offers and Consent Solicitations - US00507VAK52 - US00507VAM19 - US00507VAP40 - US00507VAN91 - US00507VAQ23


14 NOVEMBER 2023


Full announcement including disclaimers and offer restrictions available via Prnewswire: Source: Microsoft Corp. 


REDMOND, Wash., Nov. 14, 2023 /PRNewswire/ -- Microsoft Corporation (Nasdaq: MSFT) ("Microsoft") today announced the final results of its 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. The following table sets forth the aggregate principal amount of each series of Existing Activision Blizzard Notes that were validly tendered and not validly withdrawn after 5:00 p.m., New York City time, on October 27, 2023 (the "Early Tender Date") but at or before 5:00 p.m., New York City time, on November 14, 2023 (the "Expiration Date"):



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Microsoft Announces Results of Early Participation in Private Exchange Offers and Consent Solicitations - US00507VAK52 - US00507VAM19 - US00507VAP40 - US00507VAN91 - US00507VAQ23

27 OCTOBER 2023


Full announcement including disclaimers and offer restrictions available via Prnewswire: Source: Microsoft Corp.


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):

"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."

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Microsoft Commences Private Exchange Offers and Activision Blizzard Commences Consent Solicitations

16 OCTOBER 2023


Full announcement including disclaimers and offer restrictions available via Prnewswire: Source: Microsoft Corp.


"REDMOND, Wash. and SANTA MONICA, Calif., Oct. 16, 2023 /PRNewswire/ -- Microsoft Corporation (Nasdaq: MSFT) ("Microsoft") and Activision Blizzard, Inc. (Nasdaq: ATVI) ("Activision Blizzard") today announced that, in connection with the previously announced merger of Activision Blizzard with and into a wholly owned subsidiary of Microsoft (the "Merger"), with Activision Blizzard surviving the Merger as a wholly owned subsidiary of Microsoft, Microsoft has commenced 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 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.

The following table sets forth the Exchange Consideration and Total Exchange Consideration for each series of Existing Activision Blizzard Notes:

Concurrently with the Exchange Offers being made by Microsoft, Activision Blizzard is, upon Microsoft's request, soliciting consents 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 to eliminate certain of the covenants, restrictive provisions and events of default from such indentures (with respect to the corresponding indenture for such Existing Activision Blizzard Notes, the "Proposed Amendments"). Eligible Holders may deliver their consent to the Proposed Amendments only by tendering Existing Activision Blizzard Notes of the applicable series in the Exchange Offers and Consent Solicitations. Eligible Holders may not deliver a consent in a Consent Solicitation without tendering Existing Activision Blizzard Notes in the applicable Exchange Offer and Eligible Holders may not tender Existing Activision Blizzard Notes without also having been deemed to deliver a consent."


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