Alphabet Begins Exchange Offers For Google Notes

(RTTNews) - Alphabet Inc. (GOOG, GOOGL) announced that it has commenced offers to exchange any and all validly tendered and accepted notes of the following series issued by Google Inc., its wholly-owned subsidiary, for new notes to be issued by Alphabet.

In connection with the exchange offers, Google is also soliciting consents from holders of the Google Notes to amend the indenture governing the Google Notes and the Google Notes to eliminate substantially all of the restrictive covenants in the Google Indenture, including the merger covenant and the reporting covenant, and make certain conforming changes to the Google Indenture to reflect the Proposed Amendments.

If the Proposed Amendments are adopted, the Google Notes will be governed by the Google Indenture, as amended by the Proposed Amendments, which will have less restrictive terms and afford reduced protections to the holders of those securities compared to those terms and protections currently in the Google Indenture or applicable to the Alphabet Notes. In order for the Proposed Amendments to the Google Indenture to be adopted with respect to a series of Google Notes, holders of a majority in aggregate principal amount of the outstanding Google Notes of such series must consent to them, and those consents must be received and not withdrawn prior to the Expiration Date for the exchange offer relating to such series.

The exchange offers and consent solicitations for each series of the Google Notes will expire at 11:59 p.m., New York City time, on April 25, 2016, unless extended.

Upon the terms and subject to the conditions of the Exchange Offers set forth in the Prospectus and Letter of Transmittal , in exchange for each $1,000 principal amount of Google Notes that is validly tendered prior to 5:00 p.m., New York City time, on April 11, 2016, unless extended and not validly withdrawn, holders will be eligible to receive the total exchange consideration , which consists of $1,000 principal amount of Alphabet Notes of the applicable series and a cash amount of $2.50.

The Total Consideration includes the early participation premium , which consists of $30 principal amount of Alphabet Notes of the applicable series. Upon the terms and subject to the conditions of the Exchange Offers set forth in the Prospectus and Letter of Transmittal, in exchange for each $1,000 principal amount of Google Notes that is validly tendered after the Early Consent Date but prior to the Expiration Date, and not validly withdrawn, holders will be eligible to receive only the exchange consideration , which is equal to the Total Consideration less the Early Participation Premium and so consists of $970 principal amount of Alphabet Notes of the applicable series and a cash amount of $2.50.