SAN DIEGO, Aug. 11, 2020 /PRNewswire/ -- Qualcomm
Incorporated (NASDAQ: QCOM) announced today the pricing terms of
its four separate private offers to exchange (each, an "Exchange
Offer," and collectively, the "Exchange Offers") any and all of the
outstanding notes listed in the table below (collectively, the "Old
Notes") for two new series of Qualcomm's senior notes due 2028 and
2032 (the "New 2028 Notes" and the "New 2032 Notes," respectively,
and collectively, the "New Notes") on the terms and subject to the
conditions set forth in the Offering Memorandum dated August 5, 2020 (the "Offering Memorandum" and,
together with the eligibility letter, the Canadian holder form and
the notice of guaranteed delivery, the "Exchange Offer Documents").
No consents are being solicited as part of the Exchange Offers. The
Exchange Offers are subject to minimum conditions as described
below.
The Exchange Offers will expire at 5:00
p.m., New York City time
today, August 11, 2020 (such date and
time, as may be extended or earlier terminated by Qualcomm, the
"Exchange Offer Expiration Date"). The "Exchange Offer Settlement
Date" will be promptly following the Exchange Offer Expiration Date
and is expected to be August 14,
2020.
Only holders who are "qualified institutional buyers" or who are
non-U.S. persons (other than "retail investors" in the European
Economic Area or in the United
Kingdom and investors in any province or territory of
Canada that are individuals or
that are institutions or other entities that do not qualify as both
"accredited investors" and "permitted clients") are eligible to
participate in this transaction, as more fully described below.
Qualcomm also announced today the pricing terms of its transaction
to repurchase such four series of notes pursuant to cash tender
offers (each, a "Cash Offer" and collectively, the "Cash Offers"),
which are open only to Ineligible Holders (as defined below).
The following table sets forth, for each series of Old Notes,
the yields, the Exchange Consideration (as defined in the Exchange
Offer Documents) and the principal amount of New Notes to be issued
(the "Total Exchange Consideration") for each $1,000 principal amount of such Old Notes validly
tendered and not validly withdrawn prior to the Exchange Offer
Expiration Date and accepted by Qualcomm:
Title of Series
of
Old Notes to
be
Exchanged
|
CUSIP/ISIN
|
Reference
U.S.
Treasury
Security
|
Reference
Yield(1)
|
Fixed
Spread
(basis
points)
|
Yield(2)
|
Exchange
Consideration
|
Principal
Amount of
New
Notes to
be
Issued
|
3.000% Notes due 2022
("Old 2022 Notes")
|
747525AE3;
US747525AE30
|
1.750% U.S. Treasury
Notes due May 15, 2022
|
0.176%
|
15
|
0.326%
|
$1,047.06
|
$1,049.53
|
2.600% Notes due 2023
("Old 2023 Notes")
|
747525AR4;
US747525AR43
|
2.125% U.S. Treasury
Notes due December 31, 2022
|
0.176%
|
15
|
0.326%
|
$1,053.82
|
$1,056.30
|
2.900% Notes due 2024
("Old 2024 Notes")
|
747525AT0;
US747525AT09
|
2.125% U.S. Treasury
Notes due March 31, 2024
|
0.216%
|
15
|
0.366%
|
$1,090.54
|
$1,090.65
|
3.450% Notes due 2025
("Old 2025 Notes")
|
747525AF0;
US747525AF05
|
2.000% U.S. Treasury
Notes due February 15, 2025
|
0.264%
|
20
|
0.464%
|
$1,133.31
|
$1,133.42
|
|
|
(1)
|
Represents the
bid-side yield on the Reference U.S. Treasury Security calculated
as of the Pricing Time (as defined below) in accordance with the
procedures set forth in the Offering Memorandum.
|
(2)
|
Represents the
bid-side yield on the Reference U.S. Treasury Security plus the
applicable Fixed Spread, calculated in accordance with the
procedures set forth in the Offering Memorandum.
|
The New 2028 Notes will have an interest rate of 1.300%, a yield
of 1.332% and a New Issue Price (as defined in the Offering
Memorandum) of $997.65, which has
been determined by reference to the bid-side yield on the 0.375%
U.S. Treasury Notes due July 31,
2027, as of 2:00 p.m.,
New York City time, on
August 11, 2020 (such date and time,
the "Pricing Time"), which was 0.482%. The New 2032 Notes will have
an interest rate of 1.650%, a yield of 1.651% and a New Issue Price
of $999.90, which has been determined
by reference to the bid-side yield on the 0.625% U.S. Treasury
Notes due May 15, 2030, as of the
Pricing Time, which was 0.651%.
Holders whose Old Notes are accepted for exchange will receive
in cash accrued and unpaid interest from the last applicable
interest payment date to, but excluding, the date on which the
exchange of such Old Notes is settled (the "Accrued Coupon
Payment"), and amounts due in lieu of fractional amounts of New
Notes. Qualcomm will deliver New Notes in exchange for Old Notes
accepted for exchange in the Exchange Offers on the Exchange Offer
Settlement Date.
Upon the terms and subject to the conditions set forth in the
Exchange Offer Documents, Eligible Holders (as defined below) who
(i) validly tender and who do not validly withdraw Old Notes at or
prior to the Exchange Offer Expiration Date or (ii) deliver a
properly completed and duly executed notice of guaranteed delivery
and all other required documents at or prior to the Exchange Offer
Expiration Date and tender their Old Notes pursuant to the Exchange
Offers at or prior to 5:00 p.m.,
New York City time, on the second
business day after the applicable Exchange Offer Expiration Date
pursuant to guaranteed delivery procedures, expected to be
August 13, 2020, subject in each case
to tendering the applicable minimum denominations, and whose Old
Notes are accepted for exchange by Qualcomm, will receive
consideration in the Exchange Offers equal to the applicable Total
Exchange Consideration.
Terms of the Exchange Offers
The complete terms and conditions of the Exchange Offers are set
forth in the Exchange Offer Documents, which have been distributed
to Eligible Holders in connection with the proposed Exchange
Offers. Each Exchange Offer is subject to certain conditions,
including (i) that the aggregate principal amount of New 2028 Notes
to be issued under the Exchange Offer must be equal to or greater
than $500 million (the "New 2028
Notes Minimum Condition") and that the aggregate principal amount
of New 2032 Notes to be issued under the Exchange Offer must be
equal to or greater than $500 million
(the "New 2032 Notes Minimum Condition," and together with the New
2028 Notes Minimum Condition, the "Minimum Condition
Requirements"), (ii) the timely satisfaction or waiver of all of
the conditions precedent to the completion of the corresponding
Cash Offers for such series of Old Notes (with respect to each Cash
Offer, the "Cash Offer Completion Condition") and (iii) that the
aggregate principal amount of cash payable by Qualcomm to
Ineligible Holders participating in the Cash Offers is no greater
than $300 million before giving
effect to the Accrued Coupon Payment (the "Aggregate Maximum Cash
Offer Condition"). Qualcomm will terminate an Exchange Offer for a
given series of Old Notes if it terminates the Cash Offer for such
series of Old Notes, and Qualcomm will terminate the Cash Offer for
a given series of Old Notes if it terminates the Exchange Offer for
such series of Old Notes. The Cash Offer Completion Condition may
not be waived by Qualcomm; however, Qualcomm reserves the right, in
its sole discretion, to waive the other conditions, including
either Minimum Condition Requirement and the Aggregate Maximum Cash
Offer Condition. If (i) the New 2028 Notes Minimum Condition is not
satisfied, Qualcomm will not accept any Old 2022 Notes or Old 2023
Notes for exchange and (ii) the New 2032 Notes Minimum Condition is
not satisfied, Qualcomm will not accept any Old 2024 Notes or Old
2025 Notes for exchange, in each case unless Qualcomm waives the
applicable Minimum Condition Requirement. If the Aggregate Maximum
Cash Offer Condition is not satisfied or waived, Qualcomm will
terminate the Exchange Offers and the Cash Offers.
The Exchange Offers are only made, the New Notes are only being
offered and will only be issued, and copies of the Offering
Memorandum will only be made available, to a holder of Old Notes
who has certified its status as either (a) a "qualified
institutional buyer" as defined in Rule 144A under the Securities
Act of 1933, as amended (the "Securities Act") or (b) (i) a person
who is not a "U.S. person" as defined under Regulation S under the
Securities Act, or a dealer or other professional fiduciary
organized, incorporated or (if an individual) residing in
the United States holding a
discretionary account or similar account (other than an estate or
trust) for the benefit or account of a non-"U.S. person," (ii) if
located or resident in the European Economic Area or the
United Kingdom, a person other
than a "retail investor" (for these purposes, a retail investor
means a person who is one (or more) of: (x) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as
amended, "MiFID II"); or (y) 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 (z) not a qualified investor as defined in Regulation
(EU) 2017/1129 (as amended, the "Prospectus Regulation")) and (iii)
if located or resident in Canada,
an "accredited investor" as such term is defined in National
Instrument 45-106 – Prospectus Exemptions ("NI 45-106"), and, if
located or resident in Ontario, as
such term is defined in section 73.3(1) of the Securities Act
(Ontario), and in each case, is
not an individual, and such "accredited investor" is also a
"permitted client," as such term is defined in National Instrument
31-103 - Registration Requirements, Exemptions and Ongoing
Registrant Obligations ("NI 31-103") ("Canadian Eligible Holders").
Qualcomm refers to holders of Old Notes who certify to Qualcomm
that they are eligible to participate in the Exchange Offers
pursuant to at least one of the foregoing conditions as "Eligible
Holders." Qualcomm refers to holders of Old Notes who are not
Eligible Holders as "Ineligible Holders."
Only Eligible Holders who have confirmed they are Eligible
Holders via the eligibility letter are authorized to receive or
review the Exchange Offer Documents or to participate in the
Exchange Offers. For Canadian Eligible Holders, such participation
is also conditioned upon the receipt of the Canadian holder form.
There is no separate letter of transmittal in connection with the
Offering Memorandum.
The New Notes have not been registered under the Securities Act
or any state securities laws. Therefore, the New Notes may not be
offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements of the Securities Act and any
applicable state securities laws.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold Old Notes as to when
such intermediary needs to receive instructions from a holder in
order for that holder to be able to participate in, or (in the
circumstances in which revocation is permitted) revoke their
instruction to participate in the Exchange Offers before the
deadlines specified herein and in the Exchange Offer Documents. The
deadlines set by each clearing system for the submission and
withdrawal of exchange instructions will also be earlier than the
relevant deadlines specified herein and in the Exchange Offer
Documents.
This press release is not an offer to sell or a solicitation of
an offer to buy any of the securities described herein. The
Exchange Offers are being made solely by the Exchange Offer
Documents and only to such persons and in such jurisdictions as is
permitted under applicable law.
MiFID II professionals/ECPs-only / No PRIIPs KID –
Manufacturer target market (MIFID II product governance) is
eligible counterparties and professional clients only (all
distribution channels). No PRIIPs key information document (KID)
has been prepared as not available to retail in the EEA or the
United Kingdom.
In the United Kingdom, this
press release is only being communicated to, and any other
documents or materials relating to the Exchange Offers are only
being distributed to and are only directed at, (i) persons who are
outside the United Kingdom, (ii)
investment professionals falling within Article 19(5) of the
Financial Services and Markets Act (Financial Promotion) Order
2005, as amended (the "Order") or (iii) high net worth entities,
and other persons to whom it may lawfully be communicated, falling
within Articles 49(2)(a) to (d) of the Order (all such persons
together being referred to as "relevant persons"). Any investment
or investment activity to which this press release relates is
available only to relevant persons and will be engaged in only with
relevant persons. Any person who is not a relevant person should
not act or rely on this press release or any of its contents.
Global Bondholder Services Corporation is acting as the exchange
agent and information agent for the Old Notes in the Exchange
Offers. Documents relating to the Exchange Offers will only be
distributed to holders of Old Notes who certify that they are
Eligible Holders. Questions or requests for assistance related to
the Exchange Offers or for additional copies of the Exchange 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 Exchange Offers. The
Exchange Offer Documents can be accessed at the following link:
http://gbsc-usa.com/eligibility/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)