IBM Announces Debt Exchange Offers

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ARMONK, N.Y. - 21 May 2012: IBM (NYSE: IBM) today announced that it has commenced offers to exchange (the “exchange offers”) any and all of its 7.125 percent debentures due 2096 (CUSIP No. 459200 AP 6) (the “7.125 percent notes”), any and all of its 8.000 percent notes due 2038 (CUSIP No. 459200 GL 9) (the “8.000 percent notes”) and up to $800,000,000 aggregate principal amount of its 5.600 percent notes due 2039 (CUSIP No. 459200 GS 4) (the “5.600 percent notes” and together with the 7.125 percent notes and the 8.000 percent notes, the “old notes”) for a new series of 4.000 percent notes due 2042 (the “new notes”) and cash in the amounts described below. To encourage holders of the 8.000 percent notes and 5.600 percent notes to tender early, IBM is offering an early exchange premium to holders who validly tender such notes at or before 5:00 p.m. EST, on Monday, June 4, 2012 (the “early exchange date”). The exchange offers expire at 12:00 midnight EST, on Monday, June 18, 2012 (the “expiration date”). Holders of old notes may validly withdraw tenders of old notes at or before 5:00 p.m. EST, on Monday, June 4, 2012 (the “withdrawal date”). IBM is conducting the exchange offers to retire high coupon long-dated debt in a favorable interest rate environment. The terms and conditions of the exchange offers are described in IBM’s exchange circular dated May 21, 2012 (the “exchange circular”).

The new notes will mature on June 20, 2042 and will bear interest from the settlement date, at a rate per annum of 4.000 percent. The new notes will be unsecured senior obligations of IBM and will rank equally with all of IBM’s other unsecured senior indebtedness.

Old Notes

 Maturity Date

Principal Amount Outstanding

 Early Exchange Consideration(1)(2)

Early Exchange Premium(1)

Exchange Consideration(1)

7.125% Notes

December 1, 2096




$1,369.69 principal amount of New Notes and a cash amount of $200.00 

8.000% Notes

October 15, 2038


$1,694.80 principal amount of New Notes

$40 principal amount of New Notes 

$1,654.80 principal amount of New Notes

5.600% Notes

November 30, 2039


$1,155.07 principal amount of New Notes and a cash amount of $150.00

$40 principal amount of New Notes

$1,115.07 principal amount of New Notes and a cash amount of $150.00

(1) For each $1,000 principal amount of Old Notes.

(2) Includes Early Exchange Premium.

    IBM will also pay accrued and unpaid interest in cash on the old notes accepted in the exchange offers to, but not including, the settlement date. Subject to applicable law, IBM has the right in its absolute discretion to waive, modify, extend, amend, terminate or withdraw the exchange offers with respect to each series of old notes and to extend the early exchange date, the withdrawal date, the expiration date or any related dates for any of the exchange offers.

    IBM expects that holders who validly tender their old notes and do not validly withdraw them will receive their new notes and any cash payments on Wednesday, June 20, 2012.

    The exchange offers are subject to the satisfaction or waiver of certain conditions, including our ability to issue at least $500 million aggregate principal amount of new notes in exchange for all old notes tendered and accepted for exchange in order to complete any of the exchange offers. IBM is making each exchange offer independently of the other exchange offers, and, except as described in this paragraph, no exchange offer is conditioned upon completion of any other exchange offer.

    Global Bondholders Service Corporation is the exchange and information agent for the exchange offers.  Requests for copies of the exchange circular and questions regarding the exchange offers may be directed to Global Bondholder Services Corporation at (212) 430-3774 (bankers and brokers only) or toll free at (866) 389-1500.

    This announcement is not an offer to exchange or a solicitation of an offer to exchange with respect to any securities and is qualified in its entirety by reference to the exchange circular. The exchange offers will be made solely pursuant to the terms and conditions of the exchange circular. 

    Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the exchange circular. Any representation to the contrary is a criminal offense.

    The exchange offers are not being made to, nor will IBM accept tenders of old notes from, holders in any jurisdiction in which the exchange offers or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

    The new notes have not been and will not be registered under the Securities Act of 1933. IBM is making the exchange offers in reliance on the exemption from the registration requirements of the Securities Act of 1933 afforded by Section 3(a)(9) thereof.

    Except for the historical information and discussions contained herein and therein, statements contained in this press release and the exchange circular may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements are based on our current assumptions regarding future business and financial performance.  These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially, including the following: a downturn in economic environment and corporate IT spending budgets; our failure to meet growth and productivity objectives, a failure of our innovation initiatives; risks from investing in growth opportunities; failure of our intellectual property portfolio to prevent competitive offerings and our failure to obtain necessary licenses; cybersecurity and data privacy considerations; fluctuations in financial results and purchases, impact of local legal, economic, political and health conditions; adverse effects from environmental matters, tax matters and our pension plans; ineffective internal controls; our use of accounting estimates; our ability to attract and retain key personnel and our reliance on critical skills; impacts of relationships with critical suppliers and business with government clients; currency fluctuations and customer financing risks; impact of changes in market liquidity conditions and customer credit risk on receivables; reliance on third party distribution channels; our ability to successfully manage acquisitions and alliances; risk factors related to IBM securities; and other risks, uncertainties and factors discussed in our Form 10-Q, Form 10-K and in our other filings with the U.S. Securities and Exchange Commission (SEC) or in materials incorporated therein by reference. Any forward-looking statement in this press release or the exchange circular speaks only as of the date on which it is made. We assume no obligation to update or revise any forward-looking statements.

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