SAN DIEGO, Aug. 12, 2020 /PRNewswire/ -- Qualcomm
Incorporated (NASDAQ: QCOM) announced today the expiration date
results of its four separate offers to purchase for cash (each, a
"Cash Offer," and collectively, the "Cash Offers") any and all of
the outstanding notes listed in the table below (collectively, the
"Old Notes"), on the terms and subject to the conditions set forth
in the Offer to Purchase dated August 5,
2020 (the "Offer to Purchase" and, together with the
certification to participate in the Cash Offers, the instructions
for such certification and the notice of guaranteed delivery, the
"Cash Offer Documents").
Qualcomm also announced today the expiration date results of its
transaction to exchange such four series of notes pursuant to
private exchange offers (each, an "Exchange Offer," and
collectively, the "Exchange Offers"), which were open only to
Ineligible Holders (as defined below).
The Cash Offers expired at 5:00
p.m., New York City time,
on August 11, 2020 (the "Cash Offer
Expiration Date"). The "Cash Offer Settlement Date" will be
promptly following the Cash Offer Expiration Date and is expected
to be August 14, 2020. The table
below provides the aggregate principal amount of each series of Old
Notes validly tendered and not validly withdrawn at or prior to the
Cash Offer Expiration Date and the aggregate principal amount of
each series of Old Notes that Qualcomm expects to accept on the
Cash Offer Settlement Date in connection with the Cash Offers, on
the terms and subject to the conditions set forth in the Offer to
Purchase.
Title of Series of
Old Notes to be Purchased
|
CUSIP/ISIN
|
Principal Amount
Tendered(1)(2)
|
3.000% Notes due 2022
("Old 2022 Notes")
|
747525AE3;
US747525AE30
|
$85,329,000
|
2.600% Notes due 2023
("Old 2023 Notes")
|
747525AR4;
US747525AR43
|
$52,551,000
|
2.900% Notes due 2024
("Old 2024 Notes")
|
747525AT0;
US747525AT09
|
$39,125,000
|
3.450% Notes due 2025
("Old 2025 Notes")
|
747525AF0;
US747525AF05
|
$85,948,000
|
|
|
(1)
|
Reflects the
aggregate principal amount of each series of Old Notes that have
been tendered and not validly withdrawn as of the Cash Offer
Expiration Date, based on information provided by the tender agent
to Qualcomm as of the Cash Offer Expiration Date and subject to
final validation of tenders.
|
(2)
|
The principal amounts
tendered as reflected in the table above do not include the
aggregate principal amounts of Old Notes that may be validly
tendered pursuant to the Guaranteed Delivery Procedures (as defined
in the Cash Offer Documents) and accepted for purchase pursuant to
the Cash Offers.
|
The conditions to each Cash Offer, as described in the Offer to
Purchase, have been satisfied. Accordingly, based on the amount of
Old Notes tendered in the Cash Offers and in accordance with the
terms of the Cash Offers, Qualcomm expects to accept, on the Cash
Offer Settlement Date, all of the Old Notes validly tendered and
not validly withdrawn. Upon the terms and subject to the conditions
set forth in the Cash Offer Documents, Eligible Holders (as defined
below) who (i) validly tendered and who did not validly withdraw
Old Notes at or prior to the Cash Offer Expiration Date or (ii)
delivered a properly completed and duly executed notice of
guaranteed delivery and all other required documents at or prior to
the Cash Offer Expiration Date and tendered their Old Notes at or
prior to 5:00 p.m., New York City time, on August 13, 2020 pursuant to the Guaranteed
Delivery Procedures, and whose Old Notes are accepted for purchase
by Qualcomm, will receive the applicable Tender Consideration (as
defined in the Cash Offer Documents), as well as a payment for
accrued and unpaid interest from the last applicable interest
payment date to, but excluding, the Cash Offer Settlement Date.
Interest will cease to accrue on the Cash Offer Settlement Date for
all Old Notes accepted in the Cash Offers, including those tendered
through the Guaranteed Delivery Procedures. Eligible Holders are
required to deliver the certification to participate in the Cash
Offers and are required to tender in the applicable minimum
denominations in order to receive the applicable Tender
Consideration.
The actual aggregate Tender Consideration that will be paid on
the Cash Offer Settlement Date is subject to change based on
deliveries under the Guaranteed Delivery Procedures and final
validation of tenders.
Only holders of Old Notes who are not (i) "qualified
institutional buyers" within the meaning of Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and who
are not (ii) non-U.S. persons (as defined in Rule 902 under the
Securities Act) located outside of the
United States within the meaning of Regulation S under the
Securities Act, other than "retail investors" (as defined below) in
the European Economic Area or the United
Kingdom, were eligible to participate in the Cash Offers.
For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client as defined in point (11) of Article
4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a
customer within the meaning of Directive 2002/92/EC (as amended,
the "Insurance Mediation Directive"), where that customer would not
qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as
defined in Regulation (EU) 2017/1129 (as amended, the "Prospectus
Regulation"). Holders of Old Notes located or resident in a
province or territory of Canada
were only eligible to participate in the Cash Offers if they are
(i) individuals; or (ii) institutions or other entities that do not
qualify as both "accredited investors," as such term is defined in
National Instrument 45-106 - Prospectus Exemptions ("NI
45-106") of the Canadian Securities Administrators or Section
73.3(1) of the Securities Act (Ontario), and "permitted clients," as such
term is defined in National Instrument 31-103 - Registration
Requirements, Exemptions and Ongoing Registrant Obligations
("NI 31-103") of the Canadian Securities Administrators. We refer
to holders who meet the foregoing criteria in this paragraph as
"Eligible Holders." We refer to holders of Old Notes who are not
Eligible Holders as "Ineligible Holders."
Only Eligible Holders who delivered a certification to Global
Bondholder Services Corporation, certifying that they are Eligible
Holders, were authorized to participate in the Cash Offers.
This press release is not an offer to sell or a solicitation of
an offer to buy any of the securities described herein. The Cash
Offers were made solely by the Cash Offer Documents and only to
such persons and in such jurisdictions as is permitted under
applicable law.
Goldman Sachs & Co. LLC and Barclays Capital Inc. are acting
as the Joint-Lead Dealer Managers for the Cash Offers, and Deutsche
Bank Securities Inc., J.P. Morgan Securities LLC, Blaylock Van, LLC and Loop Capital Markets LLC
are acting as Co-Dealer Managers for the Cash Offers. For
additional information regarding the terms of the offer, please
contact Goldman Sachs & Co. LLC at (800) 828-3182 (toll free),
(212) 902-6941 (collect) or GS-LM-NYC@gs.com or Barclays Capital
Inc. at (800) 438-3242 (toll free), (212) 528-7581 (collect) or
us.lm@barclays.com. Global Bondholder Services Corporation is
acting as the tender agent and information agent for the Cash
Offers. Questions or requests for assistance related to the Cash
Offers or for additional copies of the Cash Offer Documents may be
directed to Global Bondholder Services Corporation at (866)
470-3900 (toll free) or (212) 430-3774 (collect). You may also
contact your broker, dealer, commercial bank, trust company or
other nominee for assistance concerning the Cash Offers.
The Cash Offer Documents can be accessed at the following link:
http://www.gbsc-usa.com/QUALCOMM/.
About Qualcomm
Qualcomm is the world's leading wireless technology innovator
and the driving force behind the development, launch and expansion
of 5G. When we connected the phone to the internet, the mobile
revolution was born. Today, our foundational technologies enable
the mobile ecosystem and are found in every 3G, 4G and 5G
smartphone. We bring the benefits of mobile to new industries,
including automotive, the internet of things and computing, and are
leading the way to a world where everything and everyone can
communicate and interact seamlessly.
Qualcomm Incorporated includes our licensing business, QTL, and
the vast majority of our patent portfolio. Qualcomm Technologies,
Inc., a subsidiary of Qualcomm Incorporated, operates, along with
its subsidiaries, substantially all of our engineering, research
and development functions, and substantially all of our products
and services businesses, including our QCT semiconductor
business.
Cautionary Note Regarding Forward-Looking Statements
Any statements contained in this press release that are not
historical facts are forward-looking statements as defined in the
U.S. Private Securities Litigation Reform Act of 1995.
Additionally, statements regarding the rapid, global spread of the
recent coronavirus (COVID-19) pandemic, and its potential future
impact on the global economy, including the potential for a global
recession; economic uncertainty and consumer and business
confidence; demand for devices that incorporate our products and
intellectual property; our and the global wireless industry's
supply chains, transportation and distribution networks and
workforces; 5G network deployments; and our business, revenues,
results of operations, cash flows and financial condition; as well
as statements regarding our planning assumptions, workforce
practices, the duration and severity of the pandemic, and
government and other actions to mitigate the spread of, and to
treat, COVID-19 are forward-looking statements. Forward-looking
statements further include but are not limited to statements
regarding industry, market, business, product, technology,
commercial, competitive or consumer trends; our businesses, growth
potential or strategies, or factors that may impact them;
challenges to our licensing business, including by licensees,
governments, governmental agencies or regulators, standards bodies
or others; challenges to our QCT semiconductor business; other
legal or regulatory matters; competition; new or expanded product
areas, adjacent industry segments or applications; costs or
expenditures including research and development, selling, general
and administrative, restructuring or restructuring-related charges,
working capital or information technology systems; our financing,
stock repurchase or dividend programs; strategic investments or
acquisitions; adoption and application of future accounting
guidance; tax law changes; our tax structure or strategies;
U.S./China trade or national
security policies; or the potential business or financial statement
impacts of any of the above, among others. Forward-looking
statements are generally identified by words such as "expects,"
"anticipates," "intends," "plans," "believes," "seeks," "estimates"
and similar expressions or variations of such words, but these
words are not the exclusive means of identifying forward-looking
statements in this press release. These statements are based on
Qualcomm's current expectations or beliefs, and are subject to
uncertainty and changes in circumstances. Actual results may differ
materially from those expressed or implied by the statements herein
due to changes in economic, business, competitive, technological,
strategic and/or regulatory factors, and other factors affecting
the operations of Qualcomm. More detailed information about these
factors may be found in Qualcomm's filings with the SEC, including
those discussed in Qualcomm's most recent Annual Report on Form
10-K and in any subsequent periodic reports on Form 10-Q and Form
8-K, each of which is on file with the SEC and available at the
SEC's website at www.sec.gov. SEC filings for Qualcomm are also
available in the Investor Relations section of Qualcomm's website
at www.qualcomm.com.
Qualcomm is not obligated to update, or continue to provide
information with respect to, any forward-looking statement, whether
as a result of new information, future events or otherwise after
the date of this press release. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of their dates.
Qualcomm Contacts:
Pete Lancia
Corporate Communications
Phone: 1-858-845-5959
email: corpcomm@qualcomm.com
Mauricio Lopez-Hodoyan
Investor Relations
Phone: 1-858-658-4813
email: ir@qualcomm.com
Information Agent Contact:
Global Bondholder Services Corporation
Phone: 1-866-470-3900 (toll free)
1-212-430-3774 (collect)