IBM (NYSE: IBM) today announced the expiration and final results of its offers to exchange (the “exchange offers”) any and all of its 7.125 percent debentures due 2096 (the “7.125 percent notes”), any and all of its 8.000 percent notes due 2038 (the “8.000 percent notes”) and up to $800,000,000.00 aggregate principal amount of its 5.600 percent notes due 2039 (the “5.600 percent notes” and together with the 7.125 percent notes and 8.000 percent notes, the “old notes”) for a new series of 4.00 percent notes due 2042 (the “new notes”) and cash. As of 12:00 midnight eastern time, on Monday, June 18, 2012 (the “expiration date”), approximately $5,698,000 of the 7.125 percent notes, $103,698,000 of the 8.000 percent notes and $846,672,000 of the 5.600 percent notes were tendered for exchange.
Because the aggregate principal amount of the 5.600 percent notes validly tendered exceeded $800,000,000.00, IBM will accept validly tendered 5.600 percent notes on a pro rata basis. IBM will accept the portion of each holder’s tendered 5.600 percent notes the principal amount of which is equal to the total principal amount of such tendered 5.600 percent notes multiplied by a fraction, the numerator of which is $800,000,000.00 and the denominator of which is $846,672,000 (the aggregate principal amount of 5.600 percent notes validly tendered), rounded downward to the nearest $1,000 principal amount.
Holders who validly tendered their old notes before the expiration date and whose old notes are accepted in the exchange offers will receive new notes and cash, in the amounts described below, on Wednesday, June 20, 2012 (the “settlement date”). An early exchange premium will be included for 8.000 percent notes and 5.600 percent notes that were tendered by 5:00 p.m. eastern time, on June 4, 2012 (the “early exchange date”).
|Old Notes||Maturity Date||Early Exchange Consideration (1)(2)||Early Exchange Premium (1)||Exchange Consideration (1)|
|7.125% Notes||December 1, 2096||N/A||N/A||$1,369.69 principal amount of New Notes and a cash amount of $200.00|
|8.000% Notes||October 15, 2038||$1,694.80 principal amount of New Notes||$40 principal amount of New Notes||$1,654.80 principal amount of New Notes|
|5.600% Notes||November 30, 2039||$1,155.07 principal amount of New Notes and a cash amount of $150.00||$40 principal amount of New Notes||$1,115.07 principal amount of New Notes and a cash amount of $150.00|
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