8-KOther EventsExhibits & Filings

MICROSOFT CORP 8-K Report, Corporate Update (Oct 16, 2023)

Filed October 16, 2023For Securities:MSFT

Summary

Microsoft Corporation (MSFT) has announced the commencement of exchange offers and consent solicitations related to its previously announced merger with Activision Blizzard, Inc. This filing details Microsoft's offers to exchange outstanding Activision Blizzard notes for a combination of new Microsoft notes and cash. The aggregate principal amount of new notes offered is up to $3.65 billion. These actions are a direct consequence of the pending acquisition of Activision Blizzard, aiming to streamline the capital structure post-merger. The exchange offers and consent solicitations are interdependent, meaning each is conditioned on the successful completion of the other, although Microsoft retains the option to waive this condition. Investors should note that the new Microsoft notes have not been registered with the SEC, limiting their offering and sale within the United States and to U.S. persons unless an exemption applies.

Key Highlights

  • 1Microsoft has launched exchange offers for all outstanding Activision Blizzard notes.
  • 2The offers involve exchanging Activision Blizzard notes for new Microsoft notes and cash.
  • 3Microsoft is offering up to $3.65 billion in aggregate principal amount of new notes.
  • 4Concurrently, Activision Blizzard is soliciting consents to amend its existing notes' indentures to remove certain covenants and events of default.
  • 5The exchange offers and consent solicitations are interdependent and conditioned on each other's completion.
  • 6New Microsoft Notes are not registered with the SEC and are subject to limitations on sale in the U.S. and to U.S. persons.
  • 7This move is a step towards integrating Activision Blizzard's debt structure into Microsoft's upon the completion of their merger.

Frequently Asked Questions

The primary purpose is to facilitate the integration of Activision Blizzard's debt into Microsoft's capital structure following the completion of their merger. By offering to exchange Activision Blizzard's existing notes for new Microsoft notes and cash, Microsoft aims to simplify its debt profile and potentially reduce the number of outstanding debt instruments.

Microsoft is offering up to an aggregate principal amount of $3,650,000,000 (or $3.65 billion) in new notes.

No, they are subject to certain conditions, including the completion of the corresponding consent solicitations for each exchange offer. Microsoft may, however, waive these conditions at its discretion. The ultimate success of these offers also depends on the successful completion of the broader Activision Blizzard merger.

No, the New Microsoft Notes have not been registered with the SEC. Therefore, they cannot be offered or sold in the United States or to any U.S. persons unless they are sold pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.