2017-06-27 12:45:53 CEST
2017-06-27 12:45:53 CEST
REGULATED INFORMATION
Nokia - Inside information
Nokia Announces Final Results for its Tender Offers and Consent Solicitation
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.
Principal
Amount
Tendered
after the
Early
Tender Date
and
Accepted
Principal for
Principal Amount Settlement Principal
Amount Settled on on the Amount
Outstanding the Early Final Outstanding
ISIN/ before the Settlement Settlement after the
Description CUSIP Tender Offers Date Date Tender Offers
6.50% US549463AC10/ $214 $139 $123 000 $73
Debentures 549463AC1 010 000((1)) 888 000 999 000((2))
due January
15, 2028
6.45% US549463AE75/ $959 $753 $52 000 $206
Debentures 549463AE7 090 000((1)) 002 000 036 000((2))
due March
15, 2029
5.375% Notes US654902AB18/ $1 $418 - $581 315 000
due May 654902AB1 000 000 000 685 000
15, 2019
_____________________
1. 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.
2. 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 Final Settlement
Date Date
Reference
U.S. Early Late
Treasury Fixed Reference Consid- Accrued Consid- Accrued
Description Security Spread Yield eration Interest eration Interest
6.50% 2.375% 225 2.207% USD USD USD USD
Debentures U.S. bps 1,170.88 26.90 1,140.40 29.43
due January Treasury per per per per
15, 2028 Security USD 1,000 USD 1,000 USD 1,000 USD 1,000
due May
15, 2027
6.45% 2.375% 225 2.207% USD USD USD USD
Debentures U.S. bps 1,180.71 15.95 1,150.26 18.45
due March Treasury per per per per
15, 2029 Security USD 1,000 USD 1,000 USD 1,000 USD 1,000
due May
15, 2027
5.375% 1.25% 40 bps 1.359% USD USD 4.33 N/A N/A
Notes due U.S. 1,067.94 per
May Treasury per USD 1,000
15, 2019 Security USD 1,000
due May
31, 2019
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 Avenue
New York, New York 10019
United States of America
London
Tel: +44 20 3134 8515
United States
Tel (toll-free): +1 (800) 438-3242
Tel (collect): +1 (212) 528-7581
Attn.: Liability Management Group
liability.management@barclays.com
Citigroup Global Markets Limited
Citigroup Centre
Canada Square
London E14 5LB
United Kingdom
London
Tel.: +44 20 7986 8969
United States
Tel (toll-free): +1 (800) 558-3745
Tel (collect): +1 (212) 723-6106
Attn.: Liability Management Group
liabilitymanagement.europe@citi.com
Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
United States of America
London
Tel: +44 20 7774 9862
United States
Tel (toll-free): +1 (800) 828-3182
Tel (collect): +1 (212) 357-1057
Attn.: Liability Management Group
liabilitymanagement.eu@gs.com
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
United States of America
London
Tel: +44 207 134 2468
United States
Tel (toll-free): +1 (866) 834-4666
Tel (collect): +1 (212) 834-3424
Attn.: 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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