Microsoft announced its intention to offer, subject to market and other conditions, $1,150,000,000 aggregate principal amount of its convertible senior notes due 2013 in a private offering to qualified institutional buyers pursuant to Rule 144A under Securities Act of 1933. Microsoft expects to grant the initial purchasers a 13-day option to purchase up to $100,000,000 principal amount of additional convertible notes to cover over-allotments, if any.
Prior to March 15, 2013, the convertible notes will be convertible, only in certain circumstances, into cash and, if applicable, cash, shares of Microsoft’s common stock or a combination thereof, at Microsoft’s election. On or after March 15, 2013, the convertible notes will be convertible at any time. The interest rate, conversion rate and other terms of convertible notes will be determined by negotiations between Microsoft and initial purchasers of convertible notes.