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Alphabet kicks off exchange offers for Google notes

AlphabetInc. commenced offers to exchange any and all validly tendered and accepted notesof the series issued by its unit Google Inc. for new notes to be issued by Alphabet.

In connection with the exchange offers, Google is alsosoliciting consents from holders of the Google notes to amend the indenture governingthe Google notes and the Google notes to eliminate substantially all of therestrictive covenants in the Google indenture, including the merger covenantand the reporting covenant, and make certain conforming changes to the Googleindenture to reflect the proposed amendments, according to a March 29 newsrelease.

Alphabet offered to exchange Google's $1.0 billion in 3.625%notes due 2021 and $1.0 billion in 3.375% notes due 2024 for newly issuedseries of Alphabet notes with identical interest rates, interest payment dates,optional redemption prices and maturity dates.

If the proposed amendments are adopted, the Google noteswill be governed by the Google indenture, as amended by the proposedamendments. The exchange offers and consent solicitations for each series ofthe Google notes will expire at 11:59 p.m. ET on April 25, unless extended.

Upon the terms and subject to the conditions of the exchangeoffers, in exchange for each $1,000 principal amount of Google notes that isvalidly tendered prior to 5 p.m. ET on April 11, holders will be eligible toreceive the total exchange consideration of $1,000 principal amount of Alphabetnotes of the applicable series and a cash amount of $2.50. The totalconsideration includes the early participation premium, which consists of $30principal amount of Alphabet notes of the applicable series.

In exchange for each $1,000 principal amount of Google notesthat is validly tendered after the early consent date but prior to theexpiration date, and not validly withdrawn, holders will be eligible to receiveonly the exchange consideration, which is equal to the total consideration lessthe early participation premium and so consists of $970 principal amount ofAlphabet notes of the applicable series and a cash amount of $2.50.

Morgan Stanley & Co. LLC is acting as the lead dealermanager for the exchange offers and the consent solicitations, while MerrillLynch Pierce Fenner & Smith Inc., Citigroup Global Markets Inc., J.P.Morgan Securities LLC and Wells Fargo Securities LLC are each serving asco-dealer managers. D.F. King & Co. Inc. is serving as exchange agent andinformation agent for the exchange offers and consent solicitations.