Microsoft commences private exchange offers and Activision Blizzard commences consent solicitations

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:

Title of SeriesCUSIP NumberISINMaturity DateAggregate Principal Amount OutstandingExchange Consideration(1)Total Exchange Consideration(2)
3.400% Senior Notes due 202600507VAK5US00507VAK52September 15, 2026$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 202700507VAM1US00507VAM19June 15, 2027$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 203000507VAP4US00507VAP40September 15, 2030$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 204700507VAN9US00507VAN91June 15, 2047$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 205000507VAQ2US00507VAQ23September 15, 2050$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after the Early Tender Date (as defined herein) but at or before the Expiration Date (as defined herein), not validly withdrawn and accepted for exchange.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.
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