MOUNTAIN VIEW, Calif.,
April 26, 2016 /PRNewswire/ -- Alphabet Inc. ("Alphabet")
(NASDAQ: GOOG, GOOGL) announced today the final results of its
previously announced offers to exchange any and all validly
tendered and accepted notes of each series listed in the table
below issued by Google Inc., Alphabet's wholly-owned subsidiary
(collectively, the "Google Notes"), for new notes to be issued by
Alphabet (collectively, the "Alphabet Notes"), and the related
solicitations of consents to amend the indenture governing the
Google Notes (together, the "Exchange Offers and Consent
Solicitations"). As of 11:59
p.m., New York City time,
on April 25, 2016 (the "Expiration
Date"), and as indicated in the table below, approximately
$1.68 billion aggregate principal
amount, or approximately 84%, of Google Notes had been validly
tendered and not validly withdrawn, such that the requisite number
of consents to adopt certain amendments to the indenture governing
the Google Notes has been received.
The following table sets forth the aggregate principal amount of
each series of Google Notes that were validly tendered and not
validly withdrawn as of the Expiration Date pursuant to the terms
and conditions of the Exchange Offers and Consent Solicitations.
The final settlement of the Exchange Offers and Consent
Solicitations is expected to take place on or about April 27, 2016.
|
CUSIP
No.
|
|
Series of Notes
Issued
by Google to be
Exchanged
|
Aggregate
Principal
Amount
Outstanding
|
Tenders and
Consents
Received as
of the Expiration
Date
|
Percentage
of Total
Outstanding
Principal
Amount of
such Series
of Google
Notes
|
|
|
|
|
|
|
|
38259P AB8
|
|
3.625% Notes due
2021
|
$1,000,000,000
|
$826,657,000
|
82.67%
|
|
38259P AD4
|
|
3.375% Notes due
2024
|
$1,000,000,000
|
$853,693,000
|
85.37%
|
A Registration Statement on Form S-4 (File
No. 333-209515) (the "Registration Statement") relating to the
Exchange Offers and Consent Solicitations was filed with the
Securities and Exchange Commission ("SEC") on February 12,
2016, was amended by Amendment No. 1 to the Registration
Statement on March 29, 2016 and was declared effective by the
SEC on April 7, 2016.
The Exchange Offers and Consent Solicitations were made upon the
terms and subject to the conditions set forth in
Alphabet's prospectus, dated as of April 7, 2016 (the
"Prospectus"), which forms a part of the Registration
Statement, and the related Letter of Transmittal and Consent (the
"Letter of Transmittal") that contain the complete description of
the terms and conditions of the Exchange Offers and Consent
Solicitations.
The Dealer Managers for the Exchange Offers and Consent
Solicitations were:
Lead Dealer Manager
Morgan Stanley & Co. LLC
1585 Broadway, 4th
Floor
New York, New York 10036
Attention: Liability Management Group
(212) 761-1057 (collect)
(800) 624-1808 (toll-free)
Co-Dealer Managers
|
Merrill
Lynch, Pierce, Fenner & Smith Incorporated
214 North Tryon Street,
21st Floor
Charlotte, North
Carolina 28255
Attention:
Liability
Management Group
(980) 387-3907
(collect)
(888) 292-0070
(toll-free)
|
Citigroup Global
Markets Inc.
390 Greenwich Street,
1st Floor
New York, New York
10013
Attention:
Liability
Management Group
(212) 723-6106 (collect)
(800) 558-3745
(toll-free)
|
J.P. Morgan
Securities LLC
383 Madison
Avenue
New York, New York
10179
Attention:
Liability
Management Group
(212) 834-3424 (collect)
(866) 834-4666
(toll-free)
|
Wells Fargo
Securities, LLC
550 South Tryon
Street, 5th Floor
Charlotte, North
Carolina 28202
Attention:
Liability
Management
Group
704-410-4760
(collect)
866-309-6316
(toll-free)
|
The Exchange Agent for the Exchange Offers and Consent
Solicitations was:
D.F. King &
Co., Inc.
|
By Facsimile
(Eligible Institutions Only):
(212)
709-3328
Attention: Krystal
Scrudato
For Information or
Confirmation by Telephone:
(212)
493-6940
|
|
By Mail or
Hand:
48 Wall Street,
22nd Floor
New York, New York
10005
Attention: Krystal
Scrudato
|
The Information Agent for the Exchange Offers and Consent
Solicitations was:
D.F. King &
Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others, Please Call Toll Free: (877) 732-3617
Email: goog@dfking.com
This press release shall not constitute an offer to sell, or
a solicitation of an offer to buy, any of the securities described
herein and is also not a solicitation of the related
consents. The Exchange Offers and Consent Solicitations
were made only pursuant to the terms and conditions of the
Prospectus, the Letter of Transmittal and the other related
materials.
About Alphabet Inc.
Larry Page and Sergey Brin founded Google in September 1998. Since then, the company has grown
to more than 60,000 employees worldwide, with a wide range of
popular products and platforms like Search, Maps, Ads, Gmail,
Android, Chrome, and YouTube. In October
2015, Alphabet became the parent holding company of
Google.
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SOURCE Alphabet Inc.