Nokia Corporation Stock Exchange Release June 27, 2017 at 13:45
(CET +1)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, ANY
JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
Nokia Announces Final Results for its Tender Offers and
Consent Solicitation
Espoo, Finland - Nokia Corporation ("Nokia"), announces
the final results of its previously announced tender offers (the
"Tender Offers") to purchase for cash: (i) the USD 300 000
000 6.50% debentures due January 15, 2028 (the "2028
Notes"); (ii) the USD 1 360 000 000 6.45% debentures due March
15, 2029 (the "2029 Notes") (the 2028 Notes and the 2029
Notes, together the "ALU Notes") issued by Lucent
Technologies Inc. (the predecessor to Alcatel-Lucent USA Inc.
("Alcatel Lucent"); and (iii) the USD 1 000 000 000 5.375%
notes due March 15, 2019 issued by Nokia (the "2019 Notes"
and, together with the ALU Notes, the "Notes"). Alcatel
Lucent is a wholly-owned subsidiary of Nokia.
The Tender Offers and Consent Solicitation were made on the
terms and subject to the conditions set out in the offer to
purchase dated May 30, 2017 (the "Offer to Purchase").
Capitalized terms not defined herein have the meaning ascribed to
them in the Offer to Purchase.
The Tender Offers expired at 11:59 p.m. (New York time) on June
26, 2017 (the "Expiration Date") and are expected to be
settled on June 28, 2017 (the "Final Settlement
Date").
As of the Expiration Date, according to information provided by
Lucid Issuer Services Limited (the "Tender and Information
Agent"), an aggregate principal amount of ALU Notes equal to
USD 175 000 was validly tendered after the Early Tender Date and
before the Expiration Date, as set out in the table below.
Withdrawal rights for the Tender Offers expired at the Early Tender
Date.
Nokia has accepted for purchase (i) all ALU Notes validly
tendered in the Tender Offers in full; and (ii) the 2019 Notes
validly tendered at or prior to the Early Tender Date as previously
announced on June 13, 2017, such that the total amount payable
(excluding Accrued Interest) is approximately equal to the Maximum
Acceptance Amount of USD 1 500 000 000.
The table below sets forth the aggregate principal amount of
each series of Notes that has been tendered and accepted for
purchase in the Tender Offers and the aggregate principal amount of
each series of Notes that will remain outstanding after settlement
of the Tender Offers.
Description |
ISIN/ CUSIP |
Principal Amount
Outstanding before the Tender Offers |
Principal Amount
Settled on the Early Settlement Date |
Principal Amount
Tendered after the Early Tender Date and Accepted for Settlement on
the Final Settlement Date |
Principal Amount
Outstanding after the Tender Offers |
6.50%
Debentures due January 15, 2028 |
US549463AC10/549463AC1 |
$214
010 000(1) |
$139 888 000 |
$123 000 |
$73 999 000(2) |
6.45%
Debentures due March 15, 2029 |
US549463AE75/549463AE7 |
$959
090 000(1) |
$753 002 000 |
$52 000 |
$206 036 000(2) |
5.375%
Notes due May 15, 2019 |
US654902AB18/654902AB1 |
$1 000
000 000 |
$418 685 000 |
- |
$581 315 000 |
_____________________
- As of May 30, 2017, Nokia holds an additional USD 85 990 000 of
the 6.50% Debentures due January 15, 2028 and USD 400 910 000 of
the 6.45% Debentures due March 15, 2029, which are not reflected in
the table above.
- After the Final Settlement Date, Nokia will hold USD 226 001
000 of the 6.50% Debentures due January 15, 2028 and USD 1 153 964
000 of the 6.45% Debentures due March 15, 2029.
Consent Solicitation
Concurrently with the Tender Offers, Alcatel Lucent solicited
(the "Consent Solicitation") consents (the
"Consents") from each holder of ALU Notes to certain
proposed amendments (the "Proposed Amendments") to the
indenture governing the ALU Notes (the "ALU Indenture"). The
Proposed Amendments will eliminate: (i) covenants in the ALU
Indenture governing the ALU Notes with respect to (a) liens, (b)
sale and leaseback transactions and (c) reports; and (ii) certain
events of default with respect to the ALU Notes, other than certain
events of default including the failure to pay principal of or
premium, if any, on and interest on such ALU Notes, and
bankruptcy.
As of the Early Tender Date, the Requisite Consents were reached
and the Supplemental Indenture was executed. The Supplemental
Indenture will become operative on the Final Settlement Date.
Following the Final Settlement Date, Nokia will request S&P
to withdraw the ratings of Alcatel Lucent and the ALU Notes. The
Moody's rating of the ALU Notes was withdrawn in 2012.
Consideration
The table below sets forth the final Early Consideration, the
Late Consideration, and the relevant Accrued Interest for each
series of Notes subject to the Tender Offers.
|
|
|
|
Early
Settlement Date |
Final
Settlement Date |
Description |
Reference U.S.
Treasury Security |
Fixed
Spread |
Reference Yield |
Early
Consid-eration |
Accrued
Interest |
Late
Consid-eration |
Accrued
Interest |
6.50%
Debentures due January 15, 2028 |
2.375% U.S.
Treasury Security due May 15, 2027 |
225
bps |
2.207% |
USD 1,170.88 per
USD 1,000 |
USD 26.90 per
USD 1,000 |
USD 1,140.40 per
USD 1,000 |
USD 29.43 per
USD 1,000 |
6.45%
Debentures due March 15, 2029 |
2.375% U.S.
Treasury Security due May 15, 2027 |
225
bps |
2.207% |
USD 1,180.71 per
USD 1,000 |
USD 15.95 per
USD 1,000 |
USD 1,150.26 per
USD 1,000 |
USD 18.45 per
USD 1,000 |
5.375%
Notes due May 15, 2019 |
1.25% U.S.
Treasury Security due May 31, 2019 |
40 bps |
1.359% |
USD 1,067.94 per
USD 1,000 |
USD 4.33 per
USD 1,000 |
N/A |
N/A |
Joint Dealer Managers and Solicitation Agents
Barclays Capital Inc., Citigroup Global Markets Limited, Goldman
Sachs & Co. LLC and J.P. Morgan Securities LLC are acting as
Joint Dealer Managers and Solicitation Agents for the Tender Offers
and Consent Solicitation. Investors with questions may contact the
Joint Dealer Managers and Solicitation Agents at the addresses and
numbers shown below.
Barclays Capital Inc.745 Seventh AvenueNew York, New York
10019United States of AmericaLondonTel: +44 20 3134 8515United
StatesTel (toll-free): +1 (800) 438-3242Tel (collect): +1 (212)
528-7581Attn.: Liability Management
Groupliability.management@barclays.com
Citigroup Global Markets LimitedCitigroup CentreCanada
SquareLondon E14 5LBUnited KingdomLondonTel.: +44 20 7986
8969United StatesTel (toll-free): +1 (800) 558-3745Tel (collect):
+1 (212) 723-6106Attn.: Liability Management
Groupliabilitymanagement.europe@citi.com
Goldman Sachs & Co. LLC200 West StreetNew York, New York
10282United States of America LondonTel: +44 20 7774 9862 United
StatesTel (toll-free): +1 (800) 828-3182Tel (collect): +1 (212)
357-1057Attn.: Liability Management
Groupliabilitymanagement.eu@gs.com
J.P. Morgan Securities LLC383 Madison AvenueNew York, New York
10179United States of America LondonTel: +44 207 134 2468United
StatesTel (toll-free): +1 (866) 834-4666Tel (collect): +1 (212)
834-3424Attn.: Liability Management Desk
The Tender and Information Agent is Lucid Issuer Services
Limited (+44 (0) 20 7704 0880; nokia@lucid-is.com).
Nokia reserves the right, subject to applicable law, at any time
prior to the satisfaction of the conditions set out in the Offer to
Purchase, to amend the Tender Offers in any respect or to terminate
the Tender Offers and return the tendered Notes, subject to
disclosure and other requirements as required by applicable
laws.
This stock exchange release must be read in conjunction with the
Offer to Purchase. The Offer to Purchase contains important
information which should be read carefully before any decision is
made with respect to the Tender Offers and Consent Solicitation.
This stock exchange release is neither an offer to sell nor a
solicitation of offers to buy any securities. The Tender Offers and
Consent Solicitation are being made only pursuant to the Offer to
Purchase. None of Nokia, Alcatel Lucent, the Joint Dealer Managers
and Solicitation Agents, the Tender and Information Agent, or the
Trustees makes any recommendation in connection with the Tender
Offers and Consent Solicitation. Please refer to the Offer to
Purchase for a description of the offer terms, conditions,
disclaimers and other information applicable to the Tender Offers
and Consent Solicitation.
Holders should seek their own financial advice, including in
respect of any tax consequences, from their broker, bank manager,
solicitor, accountant or other independent financial, tax or legal
adviser. Any individual or company whose Notes are held on its
behalf by a broker, dealer, bank, custodian, trust company or other
nominee must contact such entity if it wishes to tender such Notes
pursuant to the Tender Offers and Consent Solicitation. The Joint
Dealer Managers and Solicitation Agents will not be responsible to
any holders of Notes for providing the protections afforded to
customers of the Joint Dealer Managers and Solicitation Agents or
for advising any other person in connection with the Tender Offers
and Consent Solicitation.
About Nokia We create the technology to connect the
world. Powered by the research and innovation of Nokia Bell Labs,
we serve communications service providers, governments, large
enterprises and consumers, with the industry's most complete,
end-to-end portfolio of products, services and licensing.
From the enabling infrastructure for 5G and the Internet of
Things, to emerging applications in virtual reality and digital
health, we are shaping the future of technology to transform the
human experience. www.nokia.com
Media Enquiries: Nokia Communications Phone: +358 (0) 10
448 4900 E-mail: press.services@nokia.com
FORWARD-LOOKING STATEMENTS
It should be noted that Nokia and its businesses are exposed to
various risks and uncertainties and certain statements herein that
are not historical facts are forward-looking statements, including,
without limitation, those regarding: A) our ability to integrate
Alcatel Lucent into our operations and achieve the targeted
business plans and benefits, including targeted synergies in
relation to the acquisition of Alcatel Lucent; B) expectations,
plans or benefits related to our strategies and growth management;
C) expectations, plans or benefits related to future performance of
our businesses; D) expectations, plans or benefits related to
changes in organizational and operational structure; E)
expectations regarding market developments, general economic
conditions and structural changes; F) expectations and targets
regarding financial performance, results, operating expenses,
taxes, currency exchange rates, hedging, cost savings and
competitiveness, as well as results of operations including
targeted synergies and those related to market share, prices, net
sales, income and margins; G) expectations, plans or benefits
related to any future collaboration or to the business
collaboration agreement and the patent license agreement between
Nokia and Apple announced on May 23, 2017, including income to be
received under any collaboration or partnership or agreement; H)
timing of the deliveries of our products and services; I)
expectations and targets regarding collaboration and partnering
arrangements, joint ventures or the creation of joint ventures,
including the creation of the new Nokia Shanghai Bell joint venture
and the related administrative, legal, regulatory and other
conditions, as well as our expected customer reach; J) outcome of
pending and threatened litigation, arbitration, disputes,
regulatory proceedings or investigations by authorities; K)
expectations regarding restructurings, investments, capital
structure optimization efforts, uses of proceeds from transactions,
acquisitions and divestments and our ability to achieve the
financial and operational targets set in connection with any such
restructurings, investments, capital structure optimization
efforts, divestments and acquisitions; and L) statements preceded
by or including "believe," "expect," "anticipate," "foresee,"
"sees," "target," "estimate," "designed," "aim," "plans,"
"intends," "focus," "continue," "project," "should," "will" or
similar expressions. These statements are based on management's
best assumptions and beliefs in light of the information currently
available to it. Because they involve risks and uncertainties,
actual results may differ materially from the results that we
currently expect. Factors, including risks and uncertainties that
could cause these differences include, but are not limited to: 1)
our ability to execute our strategy, sustain or improve the
operational and financial performance of our business and correctly
identify and successfully pursue business opportunities or growth;
2) our ability to achieve the anticipated benefits, synergies, cost
savings and efficiencies of the acquisition of Alcatel Lucent, and
our ability to implement our organizational and operational
structure efficiently; 3) general economic and market conditions
and other developments in the economies where we operate; 4)
competition and our ability to effectively and profitably compete
and invest in new competitive high-quality products, services,
upgrades and technologies and bring them to market in a timely
manner; 5) our dependence on the development of the industries in
which we operate, including the cyclicality and variability of the
information technology and telecommunications industries; 6) our
global business and exposure to regulatory, political or other
developments in various countries or regions, including emerging
markets and the associated risks in relation to tax matters and
exchange controls, among others; 7) our ability to manage and
improve our financial and operating performance, cost savings,
competitiveness and synergies after the acquisition of Alcatel
Lucent; 8) our dependence on a limited number of customers and
large multi-year agreements; 9) exchange rate fluctuations, as well
as hedging activities; 10) Nokia Technologies' ability to protect
its IPR and to maintain and establish new sources of patent
licensing income and IPR-related revenues, particularly in the
smartphone market; 11) our ability to successfully realize the
expectations, plans or benefits related to any future collaboration
or to the business collaboration agreement and the patent license
agreement between Nokia and Apple announced on May 23, 2017,
including income to be received under any collaboration or
partnership or agreement; 12) our dependence on IPR technologies,
including those that we have developed and those that are licensed
to us, and the risk of associated IPR-related legal claims,
licensing costs and restrictions on use; 13) our exposure to direct
and indirect regulation, including economic or trade policies, and
the reliability of our governance, internal controls and compliance
processes to prevent regulatory penalties in our business or in our
joint ventures; 14) our ability to identify and remediate material
weaknesses in our internal control over financial reporting; 15)
our reliance on third-party solutions for data storage and service
distribution, which expose us to risks relating to security,
regulation and cybersecurity breaches; 16) inefficiencies,
breaches, malfunctions or disruptions of information technology
systems; 17) Nokia Technologies' ability to generate net sales and
profitability through licensing of the Nokia brand, particularly in
digital media and digital health, and the development and sales of
products and services, as well as other business ventures which may
not materialize as planned; 18) our exposure to various legislative
frameworks and jurisdictions that regulate fraud and enforce
economic trade sanctions and policies, and the possibility of
proceedings or investigations that result in fines, penalties or
sanctions; 19) adverse developments with respect to customer
financing or extended payment terms we provide to customers; 20)
the potential complex tax issues, tax disputes and tax obligations
we may face in various jurisdictions, including the risk of
obligations to pay additional taxes; 21) our actual or anticipated
performance, among other factors, which could reduce our ability to
utilize deferred tax assets; 22) our ability to retain, motivate,
develop and recruit appropriately skilled employees; 23)
disruptions to our manufacturing, service creation, delivery,
logistics and supply chain processes, and the risks related to our
geographically-concentrated production sites; 24) the impact of
litigation, arbitration, agreement-related disputes or product
liability allegations associated with our business; 25) our ability
to optimize our capital structure as planned and re-establish our
investment grade credit rating or otherwise improve our credit
ratings; 26) our ability to achieve targeted benefits from or
successfully achieve the required administrative, legal, regulatory
and other conditions and implement planned transactions, including
the creation of the new Nokia Shanghai Bell joint venture, as well
as the liabilities related thereto; 27) our involvement in joint
ventures and jointly-managed companies; 28) the carrying amount of
our goodwill may not be recoverable; 29) uncertainty related to the
amount of dividends and equity return we are able to distribute to
shareholders for each financial period; 30) pension costs, employee
fund-related costs, and healthcare costs; and 31) risks related to
undersea infrastructure, as well as the risk factors specified on
pages 67 to 85 of our 2016 annual report on Form 20-F under
"Operating and financial review and prospects-Risk factors" and in
our other filings with the U.S. Securities and Exchange Commission.
Other unknown or unpredictable factors or underlying assumptions
subsequently proven to be incorrect could cause actual results to
differ materially from those in the forward-looking statements. We
do not undertake any obligation to publicly update or revise
forward-looking statements, whether as a result of new information,
future events or otherwise, except to the extent legally
required.
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