Nokia Announces Pricing and Early Results for its Tender Offers and Consent Solicitation

Nokia Corporation

Stock Exchange Release

June 13, 2017 at 20:20 (CET 1)

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Nokia Announces Pricing and Early Results for its Tender Offers and Consent Solicitation

Espoo, Finland - Nokia Corporation (Nokia), announces the pricing and early 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 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.

Early Tender Results, Acceptance and Early Settlement Election

As of 5:00 p.m. (New York time) on June 12, 2017 (the Early Tender Date), according to information provided by Lucid Issuer Services Limited (the Tender and Information Agent), an aggregate principal amount of Notes equal to USD 1,495,992,000 has been validly tendered and not validly withdrawn in the Tender Offers, as set out in the table below. Withdrawal rights for the Tender Offers expired at the Early Tender Date. As a result, tendered Notes may no longer be withdrawn, except as required by law.

Nokia has accepted for purchase (i) all ALU Notes validly tendered at or prior to the Early Tender Date in full; and (ii) the 2019 Notes validly tendered at or prior to the Early Tender Date with a pro-ration factor of 69.4277%, such that the total amount payable (excluding Accrued Interest) is approximately equal to the Maximum Acceptance Amount of USD 1,500,000,000. Nokia hereby announces that it is exercising the Early Settlement Election and the Early Settlement Date will be June 14, 2017.

Description

ISIN

/

CUSIP

Principal

Amount

Out-

standing

Accep-

tance

Priority

Level

Principal

Amount

Tendered

Principal

Amount

Accepted

Amount

Subject

to

the

Tender

Offers

6.50%

Debentures

due

January

15, 2028

US549463AC10

/

549463AC1 $214 010 000

(1) 1 $139,888,

000 $139,888,

000 Any

and

All

6.45%

Debentures

due

March 15, 2029 US549463AE75

/

549463AE7 $959 090 000

(1) 1 $753,002,

000 $753,002,

000 Any

and

All

5.375%

Notes

due

May 15,

2019 US654902AB18

/

654902AB1 $1 000 000 000 2 $603,102,

000 $418,685,

000 Subject

to

the Maximum

Acceptance

Amount

_____________________

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 have been 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.

The Tender Offers will expire at 11:59 p.m. (New York time) on June 26, 2017 (the Expiration Date). Nokia reserves the right, subject to applicable law, at any time, for any reason, to extend the Expiration Date. Any such extension will be announced in the manner described in the Offer to Purchase.

ALU Notes validly tendered after the Early Tender Date (if any) will be accepted for purchase in full and none of the 2019 Notes validly tendered after the Early Tender Date (if any) will be accepted for purchase, as detailed in the Offer to Purchase. The Final Settlement Date in respect of any such ALU Notes is expected to be June 28, 2017.

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 have been reached and the Supplemental Indenture has been executed. The Supplemental Indenture will become operative on the Final Settlement Date.

Consideration

Holders who validly tendered and have not validly withdrawn their Notes at or prior to the Early Tender Date will be eligible to receive the relevant Early Consideration. Holders who validly tender their Notes after the Early Tender Date, but at or prior to the Expiration Date will be eligible to receive the relevant Late Consideration. In addition to the relevant Early Consideration or Late Consideration (as applicable), Nokia will also pay any applicable Accrued Interest in relation to the Notes accepted for purchase.

The Early Consideration (assuming the Early Settlement Date is June 14, 2017) and the Late Consideration (assuming the Final Settlement Date is June 28, 2017) in respect of each se

LINK:	http://www.nokia.com/en_int/news/releases/2017/06/13/nokia-announces-p...
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