The Firm recently represented Microsoft Corporation in connection with an offering of convertible notes and related capped call transactions. The offering was conducted in reliance upon Rule 144A and Regulation S.
Microsoft offered $1.15 billion principal amount of Zero Coupon Convertible Notes due 2013. Prior to the closing of the offering, the initial purchasers exercised their over-allotment option to purchase an additional $100 million principal amount of the convertible notes.
The initial purchasers for the offering were led by Citi, BofA Merrill Lynch, Barclays Capital and UBS Investment Bank. The net proceeds from the offering will be used to repay certain of Microsoft’s short-term indebtedness.
In connection with the offering, Microsoft entered into capped call transactions with certain of the initial purchasers of the convertible notes or their affiliates. The capped call transactions are expected generally to reduce the potential dilution upon conversion of the convertible notes, subject to a cap price.
Microsoft is the worldwide leader in software, services and solutions for people and businesses.
The Simpson Thacher team for the transaction included, among others, Glenn M. Reiter, Lesley Peng, Kirsten L. Davis and David Shapiro (Capital Markets), Joyce Xu and Ravi Purushotham (Derivatives), and Marcy Geller, Noah Beck and Christian Miller (Tax).