Qualcomm Announces Commencement Of Registered Exchange Offer For Notes Issued In Connection With Prior Private Exchange Offer


By Godson Umejiego,Correspondent USA

Qualcomm Incorporated has announced the commencement of its offer to exchange any and all of the US$2,206,633,000 aggregate principal amount of its outstanding Private Placement Notes (as defined below) previously issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, for an equal principal amount of new notes registered under the Securities Act.

On August 14, 2020, Qualcomm completed its private exchange offers pursuant to which it issued US$961,427,000 aggregate principal amount of 1.300 per cent Notes due 2028 and $1,245,206,000 aggregate principal amount of 1.650 per cent Notes due 2032. As part of those private exchange offers, Qualcomm entered into a registration rights agreement with certain dealer managers in which Qualcomm agreed, among other things, to complete the Registered Exchange Offer.

The terms of the Registered Notes to be issued in the Registered Exchange Offer are identical in all material respects to those of the corresponding series of Private Placement Notes, except that the Registered Notes will be registered under the Securities Act and the transfer restrictions, registration rights and additional interest provisions relating to the Private Placement Notes will not apply to the Registered Notes. In addition, the Registered Notes will bear different CUSIP and ISIN numbers than the corresponding series of Private Placement Notes. The Registered Notes will represent the same debt as the Private Placement Notes, and Qualcomm will issue the Registered Notes under the same indenture that governs the Private Placement Notes.

The Registered Exchange Offer will expire at 5:00 p.m., New York City time, on January 4, 2021, unless extended or earlier terminated by Qualcomm (such date and time, as they may be extended, the “Registered Exchange Offer Expiration Date”). Tenders of Private Placement Notes submitted in the Registered Exchange Offer may be validly withdrawn at any time at or prior to the Registered Exchange Offer Expiration Date according to the procedures described in the Prospectus. The “Registered Exchange Offer Settlement Date” will be promptly following the Registered Exchange Offer Expiration Date and is expected to be January 6, 2021. On the Registered Exchange Offer Settlement Date, Qualcomm will settle the Registered Exchange Offer by issuing the Registered Notes pursuant to the terms of the Registered Exchange Offer.

The Registered Exchange Offer is being made pursuant to the terms and subject to the conditions set forth in a prospectus filed with the Securities and Exchange Commission dated November 20, 2020 (as the same may be amended or supplemented, the “Prospectus”). The complete terms and conditions of the Registered Exchange Offer, including instructions regarding procedures for tendering Private Placement Notes, are described in the Prospectus.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Private Placement 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 Registered Exchange Offer before the deadlines specified herein and in the Prospectus. 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 Prospectus.

Global Bondholder Services Corporation will act as the exchange agent and information agent for the Private Placement Notes in the Registered Exchange Offer.

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