SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a -16 or 15d -16 of
the Securities Exchange Act of 1934
Report on Form 6-K dated March 22, 2017
(Commission File No. 1-13202)
Nokia Corporation
Karaportti 3
FI-02610 Espoo
Finland
(Name and address of registrants principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F: x Form 40-F: o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes: o No: x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes: o No: x
Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes: o No: x
Enclosures:
Nokia stock exchange release dated March 22, 2017: Nokia Announces Final Results for its Offer to Purchase Euro and Dollar Notes
Nokia Announces Final Results for its Offer to Purchase Euro and Dollar Notes
Nokia Corporation
Stock Exchange Release
March 22, 2017 at 10:50 (CET +1)
Nokia Announces Final Results for its Offer to Purchase Euro and Dollar Notes
Espoo, Finland Nokia Corporation (Nokia) announces the final results of its offer to purchase Euro Notes and Dollar Notes for its previously announced tender offers (the Tender Offers) to purchase for cash up to a Maximum Acceptance Amount of: (i) the EUR 500,000,000 6.75% notes due February 4, 2019 issued under its Euro Medium Term Note Programme (the Euro Notes); (ii) the USD 300,000,000 6.50% Debentures due January 15, 2028 (the 2028 Notes); and (iii) the USD 1,360,000,000 6.45% Debentures due March 15, 2029 (the 2029 Notes and, together with the 2028 Notes, the Dollar Notes, and together with the Euro Notes, the Notes). The Dollar Notes were issued by Lucent Technologies Inc. (the predecessor to Alcatel-Lucent USA Inc., Nokias wholly-owned subsidiary (the USD Notes Company)).
The Tender Offers were made on the terms and subject to the conditions set out in the offer to purchase dated February 22, 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 March 21, 2017 and are expected to be settled on March 23, 2017 (the Tender Offer Settlement Date). As of the Expiration Date, an aggregate principal amount of Notes equal to USD 770,684,828.40 were validly tendered pursuant to the Tender Offers.
On March 15, 2017, Nokia completed the issuance of its EUR 1.25 billion aggregate principal amount of new notes comprised of (i) EUR 500 million 1.00% Senior Notes due 2021 and (ii) EUR 750 million 2.00% Senior Notes due 2024, each issued under its EUR 5,000,000,000 Euro Medium Term Note Programme (the New Notes). The New Notes were admitted to listing and trading on the Irish Stock Exchange on March 15, 2017. Nokia hereby confirms that (i) the New Financing Condition set forth in the Offer to Purchase has been satisfied; and (ii) it has accepted all Notes validly tendered pursuant to the Tender Offers for purchase in full. The Dollar Notes will not be subject to pro-ration.
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.
Description |
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ISIN/ |
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Principal |
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Principal Amount |
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Principal Amount |
6.75% Notes |
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XS0411735482 |
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EUR 500,000,000 |
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EUR 268,812,000 |
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EUR 231,188,000 |
6.50% Debentures |
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US549463AC10/ |
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USD 300,000,000 |
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USD 85,990,000 |
|
USD 214,010,000 |
6.45% Debentures |
|
US549463AE75/ |
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USD 1,360,000,000 |
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USD 400,910,000 |
|
USD 959,090,000 |
(1) As described in the Offer to Purchase, following the Tender Offer Settlement Date, Nokia expects to cancel the Euro Notes acquired in the Tender Offers and to hold the Dollar Notes purchased in the Tender Offers. The principal amount outstanding for the Dollar Notes does not include the Dollar Notes held by Nokia after the Tender Offers.
The table below sets forth the final Euro Notes Early Consideration, the Euro Notes Late Consideration, the Dollar Notes Early Consideration, the Dollar Notes Late Consideration, and the relevant Accrued Interest for each series of Notes subject to the Tender Offers.
Description |
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ISIN/ |
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Principal |
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Early |
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Early |
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Late |
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Accrued |
6.75% Notes |
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XS0411735482 |
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EUR 500,000,000 |
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EUR 30 per |
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EUR 1,128.37 per EUR 1,000 |
|
EUR 1,098.37 per EUR 1,000 |
|
EUR 8.69 |
6.50% Debentures |
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US549463AC10/ |
|
USD 300,000,000 |
|
USD 30 |
|
USD 1,087.47 per USD 1,000 |
|
USD 1,057.47 per USD 1,000 |
|
USD 12.28 |
6.45% Debentures |
|
US549463AE75/ |
|
USD 1,360,000,000 |
|
USD 30 |
|
USD 1,089.96 per USD 1,000 |
|
USD 1,059.96 per USD 1,000 |
|
USD 1.43 |
(1) The purchase price calculated from the applicable Fixed Yield or Fixed Spread includes the Early Tender Payment. The Late Consideration for each series of Notes deducts the Early Tender Payment from the purchase price calculated from the applicable Fixed Spread or Fixed Yield.
Holders of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase pursuant to the Tender Offers will receive the Euro Notes Early Consideration or the Dollar Notes Early Consideration, as applicable, which includes the Early Tender Payment applicable to the relevant series of Notes. Holders of Notes validly tendered after the Early Tender Date but at or prior to the Expiration Date and accepted for purchase pursuant to the Tender Offers will receive the Euro Notes Late Consideration or the Dollar Notes Late Consideration, as applicable. In addition, all Holders of Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Tender Offers will receive the applicable Accrued Interest.
The applicable Euro Notes Early Consideration, Euro Notes Late Consideration, Dollar Notes Early Consideration or Dollar Notes Late Consideration, along with Accrued Interest, will be payable on the Tender Offer Settlement Date or as soon as practicable thereafter. Any Note accepted for payment pursuant to the Tender Offer will cease to accrue interest after the Tender Offer Settlement Date with respect to the holders who tendered pursuant to the Tender Offers.
Joint Dealer Managers
Citigroup Global Markets Limited, Deutsche Bank AG, London Branch and Merrill Lynch International (the USD Dealer Managers) are acting as Joint Dealer Managers for both Tender Offers. Nordea Bank AB (publ) is acting as Joint Dealer Manager exclusively for the Tender Offer for the Euro Notes and solely outside the United States. Investors with questions may contact the Joint Dealer Managers at the addresses and numbers shown below.
Citigroup Global Markets Limited |
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Deutsche Bank AG, London Branch |
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Merrill Lynch International |
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Nordea Bank AB (publ) |
Citigroup Centre |
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Winchester House |
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2 King Edward Street |
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Smålands- |
Canada Square |
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1 Great Winchester |
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London |
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gatan 17 |
Canary Wharf |
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Street London |
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EC1A 1HQ |
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SE-105 71 |
London E14 5LB |
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EC2N 2DB |
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United Kingdom |
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Stockholm |
United |
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United Kingdom |
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Sweden |
Kingdom |
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London |
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London |
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London |
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Europe |
Tel.: +44 20 |
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Tel: +44 20 7545 8011 |
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Tel: +44 (0) 20 7996 5420 |
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Tel: +45 6161 2996 |
7986 8969 |
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United States |
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United States |
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United States |
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Tel (toll-free): |
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Tel (toll-free): |
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Tel (toll-free): |
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+1 (855) 287-1922 |
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+1 (888) 292-0070 |
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+1 (800) 558-3745 |
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Tel (collect): |
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Tel (collect): |
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Tel (collect): |
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+1 (212) 250-7527 |
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+1 (980) 387-3907 |
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Attn.: Nordea |
+1 (212) 723-6106 |
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Liability |
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Attn.: Liability |
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Attn.: |
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Management |
Attn.: Liability |
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Management |
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Liability |
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Management |
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Group |
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Management |
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Group |
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Group |
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liabilitymanagement.europe@citi.com |
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liability.management@db.com |
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DG.LM_EMEA@baml.com |
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NordeaLiabilityManagement@nordea.com |
About Nokia
Nokia is a global leader innovating the technologies at the heart of our connected world. Powered by the research and innovation of Nokia Bell Labs, we serve communications service providers, governments, large enterprises and consumers, with the industrys 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: (i) Nokias ability to integrate Alcatel-Lucent into its operations and achieve the targeted business plans and benefits, including targeted synergies in relation to the acquisition of Alcatel-Lucent; (ii) expectations, plans or benefits related to Nokias strategies and growth management; (iii) expectations, plans or benefits related to future performance of Nokias businesses; (iv) expectations, plans or benefits related to changes in organizational and operational structure; (v) expectations regarding market developments, general economic conditions and structural changes; (vi) 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; (vii) timing of the deliveries of Nokias products and services; (viii) expectations and targets regarding collaboration and partnering arrangements, joint ventures or the creation of joint ventures, as well as Nokias expected customer reach; (ix) outcome of pending and threatened litigation, arbitration, disputes, regulatory proceedings or investigations by authorities; (x) expectations regarding restructurings, investments, uses of proceeds from transactions, acquisitions and divestments and Nokias ability to achieve the financial and operational targets set in connection with any such restructurings, investments, divestments and acquisitions, including the proposed tender offers; and (xi) 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 managements 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 Nokia currently expects. Factors, including risks and uncertainties that could cause these differences include, but are not limited to: (1) Nokias ability to execute its strategy, sustain or improve the operational and financial performance of its business and correctly identify and successfully pursue business opportunities or growth; (2) Nokias ability to achieve the anticipated benefits, synergies, cost savings and efficiencies of the Alcatel-Lucent acquisition, and Nokias ability to implement its organizational and operational structure efficiently; (3) general economic and market conditions and other developments in the economies where Nokia operates; (4) competition and Nokias 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) Nokias dependence on the development of the industries in which it operates, including the cyclicality and variability of the information technology and telecommunications industries; (6) Nokias 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) Nokias ability to manage and improve its financial and operating performance, cost savings, competitiveness and synergies after the acquisition of Alcatel-Lucent; (8) Nokias dependence on a limited number of customers and large multi-year agreements; (9) exchange rate fluctuations, as well as hedging activities; (10) Nokias exposure to direct and indirect regulation, including economic or trade policies, and the reliability of Nokias governance, internal controls and compliance processes to prevent regulatory penalties in its business or in its joint ventures; (11) Nokias 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; (12) the potential complex tax issues, tax disputes and tax obligations Nokia may face in various jurisdictions, including the risk of obligations to pay additional taxes; (13) Nokias actual or anticipated performance, among other factors, which could reduce its ability to utilize deferred tax assets; (14) Nokias ability to retain, motivate, develop and recruit appropriately skilled employees; (15) disruptions to Nokias manufacturing, service creation, delivery, logistics and supply chain processes, and the risks related to Nokias geographically-concentrated production sites; (16) the impact of litigation, arbitration, agreement-related disputes or product liability allegations associated with Nokias business; (17) Nokias ability to optimize its capital structure as planned and re-establish its investment grade credit rating or otherwise improve its credit ratings; and (18) Nokias ability to achieve targeted benefits from or successfully implement planned transactions, including the proposed new issuance and tender offers, as well as the liabilities related thereto, as well as the risk factors specified in Nokias 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. Nokia does 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.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant, Nokia Corporation, has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 22, 2017 |
Nokia Corporation | ||
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By: |
/s/ Riikka Tieaho | |
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Name: |
Riikka Tieaho |
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Title: |
Vice President, Corporate Legal |