Nokia Announces Final Results for its Tender Offers and Consent Solicitation

Nokia Corporation

Stock Exchange Release

June 27, 2017 at 13:45 (CET 1)

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Nokia Announces Final Results for its Tender Offers and Consent Solicitation

Espoo, Finland - Nokia Corporation (Nokia), announces the final results of its previously announced tender offers (the Tender Offers) to purchase for cash: (i) the USD 300 000 000 6.50% debentures due January 15, 2028 (the 2028 Notes); (ii) the USD 1 360 000 000 6.45% debentures due March 15, 2029 (the 2029 Notes) (the 2028 Notes and the 2029 Notes, together the ALU Notes) issued by Lucent Technologies Inc. (the predecessor to Alcatel-Lucent USA Inc. (Alcatel Lucent); and (iii) the USD 1 000 000 000 5.375% notes due March 15, 2019 issued by Nokia (the 2019 Notes and, together with the ALU Notes, the Notes). Alcatel Lucent is a wholly-owned subsidiary of Nokia.

The Tender Offers and Consent Solicitation were made on the terms and subject to the conditions set out in the offer to purchase dated May 30, 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 June 26, 2017 (the Expiration Date) and are expected to be settled on June 28, 2017 (the Final Settlement Date).

As of the Expiration Date, according to information provided by Lucid Issuer Services Limited (the Tender and Information Agent), an aggregate principal amount of ALU Notes equal to USD 175 000 was validly tendered after the Early Tender Date and before the Expiration Date, as set out in the table below. Withdrawal rights for the Tender Offers expired at the Early Tender Date.

Nokia has accepted for purchase (i) all ALU Notes validly tendered in the Tender Offers in full; and (ii) the 2019 Notes validly tendered at or prior to the Early Tender Date as previously announced on June 13, 2017, such that the total amount payable (excluding Accrued Interest) is approximately equal to the Maximum Acceptance Amount of USD 1 500 000 000.

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

ISIN/

CUSIP

Principal Amount Outstanding before the Tender Offers

Principal Amount Settled on the Early Settlement Date

Principal Amount Tendered after the Early Tender Date and Accepted for Settlement on the Final Settlement Date

Principal Amount Outstanding after the Tender Offers

6.50% Debentures due January 15, 2028 US549463AC10/

549463AC1 $214 010 000(1) $139 888 000 $123 000 $73 999 000(2)

6.45% Debentures due March 15, 2029 US549463AE75/

549463AE7 $959 090 000(1) $753 002 000 $52 000 $206 036 000(2)

5.375% Notes due May 15, 2019 US654902AB18/

654902AB1 $1 000 000 000 $418 685 000 - $581 315 000

_____________________

As of May 30, 2017, Nokia holds an additional USD 85 990 000 of the 6.50% Debentures due January 15, 2028 and USD 400 910 000 of the 6.45% Debentures due March 15, 2029, which are not reflected in the table above.

After the Final Settlement Date, Nokia will hold USD 226 001 000 of the 6.50% Debentures due January 15, 2028 and USD 1 153 964 000 of the 6.45% Debentures due March 15, 2029.

Consent Solicitation

Concurrently with the Tender Offers, Alcatel Lucent solicited (the Consent Solicitation) consents (the Consents) from each holder of ALU Notes to certain proposed amendments (the Proposed Amendments) to the indenture governing the ALU Notes (the ALU Indenture). The Proposed Amendments will eliminate: (i) covenants in the ALU Indenture governing the ALU Notes with respect to (a) liens, (b) sale and leaseback transactions and (c) reports; and (ii) certain events of default with respect to the ALU Notes, other than certain events of default including the failure to pay principal of or premium, if any, on and interest on such ALU Notes, and bankruptcy.

As of the Early Tender Date, the Requisite Consents were reached and the Supplemental Indenture was executed. The Supplemental Indenture will become operative on the Final Settlement Date.

Following the Final Settlement Date, Nokia will request S&P to withdraw the ratings of Alcatel Lucent and the ALU Notes. The Moodys rating of the ALU Notes was withdrawn in 2012.

Consideration

The table below sets forth the final Early Consideration, the Late Consideration, and the relevant Accrued Interest for each series of Notes subject to the Tender Offers.

Early Settlement Date

Final Settlement Date

Description

Reference U.S. Treasury Security

Fixed Spread

Reference Yield

Early Consid-eration

Accrued Interest

Late Consid-eration

Accrued Interest

6.50% Debentures due January 15, 2028 2.375% U.S. Treasury Security due May 15, 2027 225 bps 2.207% USD 1,170.88 per USD 1,000 USD 26.90 per USD 1,000 USD 1,140.40 per USD 1,000 USD 29.43 per USD 1,000

6.45% Debentures due March 15, 2029 2.375% U.S. Treasury Security due May 15, 2027 225 bps 2.207% USD 1,180.71 per USD 1,000 USD 15.95 per USD 1,000 USD 1,150.26 per USD 1,000 USD 18.45 per USD 1,000

5.375% Notes due May 15, 2019 1.25% U.S. Treasury Security due May 31, 2019 40 bps 1.359% USD 1,067.94 per USD 1,000 USD 4.33 per USD 1,000 N/A N/A

Joint Dealer Managers and Solicitation Agents

Barclays Capital Inc., Citigroup Global Markets Limited, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are acting as Joint Dealer Managers and Solicitation Agents for the Tender Offers and Consent Solicitation. Investors with questions may contact the Joint Dealer Managers and Solicitation Agents at the addresses a

LINK:	http://www.nokia.com/en_int/news/releases/2017/06/27/nokia-announces-f...
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