8-KOther EventsExhibits & Filings

MICROSOFT CORP 8-K Report, Corporate Update (Nov 7, 2012)

Filed November 7, 2012For Securities:MSFT

Summary

Microsoft Corporation announced on November 2, 2012, that it entered into an Underwriting Agreement to issue and sell a significant amount of senior unsecured notes. The offering comprises three tranches: $600 million of 0.875% Notes due 2017, $750 million of 2.125% Notes due 2022, and $900 million of 3.500% Notes due 2042, totaling $2.25 billion in aggregate principal amount. These notes will rank equally with Microsoft's other unsecured and unsubordinated debt.

Key Highlights

  • 1Microsoft to issue $2.25 billion in senior unsecured notes across three maturities (2017, 2022, 2042).
  • 2The notes carry coupon rates of 0.875% (2017), 2.125% (2022), and 3.500% (2042).
  • 3The issuance is structured through an Underwriting Agreement with major financial institutions acting as representatives.
  • 4The notes will be governed by an indenture, as supplemented by a Fourth Supplemental Indenture.
  • 5Interest payments will be made semi-annually on May 15 and November 15, commencing May 15, 2013.
  • 6The notes represent Microsoft's senior unsecured obligations, pari passu with existing unsecured and unsubordinated debt.
  • 7The filing references a Registration Statement on Form S-3 and related Prospectus and Prospectus Supplement filed with the SEC.

Frequently Asked Questions

Microsoft is issuing a total of $2.25 billion in aggregate principal amount of notes, consisting of $600 million of 2017 Notes, $750 million of 2022 Notes, and $900 million of 2042 Notes.

The notes have the following coupon rates and maturity dates: 0.875% maturing on November 15, 2017; 2.125% maturing on November 15, 2022; and 3.500% maturing on November 15, 2042.

The notes will be senior unsecured obligations of Microsoft and will rank equally with the company's other unsecured and unsubordinated debt that is outstanding from time to time.

The filing does not explicitly state the purpose of the debt issuance. However, companies typically issue debt to fund operations, capital expenditures, acquisitions, or for general corporate purposes. Investors should refer to the related Prospectus and Prospectus Supplement for details on the use of proceeds, if disclosed.