Nokia commences Tender Offers for outstanding notes and Consent Solicitation from certain note holders

Nokia Corporation

Stock Exchange Release

May 30, 2017 at 17:50 (CET 1)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

Nokia commences Tender Offers for outstanding notes and Consent Solicitation from certain note holders

Espoo, Finland - Nokia Corporation (Nokia), announces that it has commenced 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 (as described below) are being 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 following table sets forth certain information relating to the Notes and the Tender Offers:

Desc-

ription

ISIN/

CUSIP

Prin-

cipal

Amo-

unt

Out-

stand-

ing

Accep

-tance

Prio-

rity

Level

Refer-

ence

U.S.

Trea-

sury

Secu-

rity

Bloom-

berg

Refer-

ence

Page

Fixed

Spread

(1)

Early

Tender

Pay-

ment

(1)

Amount

Sub-

ject to

the

Tender

Offers

6.50%

Deben-

tures

due Jan-

uary

15, 2028 US54946

3AC10/

5494

63AC1 $214 010 000

(2) 1 2.375%

U.S.

Trea-

sury

Secu-

rity due

May 15, 2027 PX1 225 bps $30 per

$1 000 Any and All

6.45%

Deben-

tures

due

March

15, 2029 US5494

63AE75/

549463AE7 $959 090 000

(2) 1 2.375%

U.S.

Trea-

sury

Secu-

rity due

May 15, 2027 PX1 225 bps $30 per

$1 000 Any and All

5.375%

Notes

due

May

15, 2019 US6549

02AB18/

654902AB1 $1 000 000 000 2 1.25%

U.S.

Trea-

sury

Sec-

urity

due

May 31, 2019 PX1 40 bps $30 per

$1 000 Sub-

ject

to

the

Maxi-

mum

Accep-

tance

Amount

_____________________

The purchase price calculated from the applicable Fixed Spread includes the Early Tender Payment. The Late Consideration for each series of Notes will deduct the Early Tender Payment from the purchase price calculated from the applicable Fixed Spread.

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. Nokia is an affiliate of Alcatel Lucent and, as a result, in determining whether the holders of the required principal amount of ALU Notes have concurred in any direction, waiver or consent, ALU Notes owned by Nokia will be disregarded. For additional information, see the Offer to Purchase under the section The Terms of the Tender Offers and Consent Solicitation-Notes Accepted for Purchase.

If Nokia decides to accept any Notes for purchase, Nokia proposes to accept for purchase pursuant to the Tender Offers (i) all ALU Notes validly tendered and (ii) an aggregate principal amount of 2019 Notes such that the total amount payable by Nokia for all Notes (including the ALU Notes) accepted for purchase pursuant to the Tender Offers (excluding any Accrued Interest) is no greater than a cash spend amount equal to USD 1 500 000 000 (such amount, which may be increased or decreased, the Maximum Acceptance Amount).

Concurrently with the Tender Offers, Alcatel Lucent is soliciting (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 would 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.

Rationale for the Tender Offers and Consent Solicitation

The purpose of the Tender Offers is to (i) streamline Nokias capital structure by reducing the quantum of legacy debt at its subsidiary level; and (ii) proactively refinance its short-dated 2019 Notes and thereby optimize its debt structure in the context of the planned issue of New Notes (as defined and described below).

The purpose of the concurrent Consent Solicitation for the ALU Notes is to provide Nokia with greater flexibility and reduce administrative cost at the Alcatel Lucent level. In addition, Nokia intends to apply to S&P to withdraw the ratings of Alcatel Lucent and the ALU Notes, which do not currently benefit from an explicit guarantee; Moodys rating of the ALU Notes was withdrawn in 2012. The Tender Offers for the ALU Notes are therefore structured on an any-and-all basis in order to give all holders of the ALU Notes the opportunity to exit such Notes at a premium to market levels prevailing at the time of launch.

Nokia intends to use all or part of the proceeds from the New Notes and cash on balance sheet to fund the Tender Offers and Consent Solicitation. Depending on the results of the Tender Offers and Consent Solicitation, Nokia may redeem all or part of the 2019 Notes that remain outstanding following settlement of the Tender Offers, by exercising the contractual make-whole redemption call set forth in the Nokia Indenture.

Terms and conditions of the Tender Offers and Consent Solicitation

Maximum Acceptance

LINK:	http://www.nokia.com/en_int/news/releases/2017/05/30/nokia-commences-t...
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