Microsoft Sells $19.75 Billion of Bonds in Its Biggest Ever Sale

Microsoft Joins Companies in Deep End of Bond Pool

Microsoft Corp. raised $19.75 billion in the third-largest U.S. corporate bond sale of the year to help finance its planned purchase of LinkedIn Corp.

Investors put in more than $50 billion of orders for the deal in the software maker’s biggest ever sale. The strong demand helped Microsoft to borrow at lower rates than it paid for the $13 billion of bonds it raised in October. It also saved about $40 million in annual interest payments compared with what it was offering to pay initially, according to people familiar with the matter.

Investors have been clamoring for U.S. corporate debt in recent months. Yields are turning negative on a growing number of bonds globally as central banks in Japan and Europe ramp up stimulus packages, spurring money managers to seek higher returns in the U.S.

"You have the entire world looking for a place to put money, and when you compare Microsoft to negative yields, the tech company looks awfully attractive," said Jon Cartwright, a senior corporate bond analyst at Ameriprise Financial Inc.

Issuers are taking note. Monday was the busiest for U.S. corporate bond sales since May 17, and the fifth busiest of the year. As of the early afternoon in New York, more than $23 billion were expected to be issued. 

"What we’ve seen in the past few weeks is an indication of what we could continue to see in the coming weeks or even months," said Dorian Garay, portfolio manager at NN Investment Partners, which manages more than $215 billion of assets.

Microsoft in June announced plans to buy LinkedIn for $26.2 billion, which it said it would fund primarily through issuing new debt. The software maker said it expects to close that purchase by the end of this year.

Proceeds from this bond sale may also be used for general corporate purposes including working capital, debt repayments, and share buybacks, the company said in a filing.

S&P Global Ratings assigned the bonds the top AAA grade in a note reviewing the sale on Monday. Moody’s Investors Service also gave the bonds its top grade. CreditSights, a research firm, recommended that investors buy the securities, and changed its rating on the company’s bonds to the equivalent of a "buy" from the equivalent of a "hold."

The longest portion of the debt is a 40-year bond that yields 1.8 percentage points above Treasuries. That risk premium was down from initial discussions of about 2 percentage points, the people said, who asked not to be identified because the matter is private. Each of the seven parts of the offering was sold with a coupon that was 0.2 percentage point below the originally discussed levels.

Bank of America Corp., JPMorgan Chase & Co. and Wells Fargo & Co. managed the bond sale.

Good Timing

Strong demand helped Microsoft borrow more cheaply than it did when it last sold debt, its $13 billion deal in October. For example, the yield on its 30-year bonds was 3.7 percent on Monday, it said in a statement, compared with 4.45 percent in October. 

Much of that decline was because overall bond yields are lower as Treasury prices have jumped. But yields relative to Treasuries, a measure of risk premium known as spreads, also shrunk for most parts of the deal. Monday’s 30-year bonds were sold at 1.45 percentage points above Treasuries, compared with October’s 1.5 percentage points.

Spreads have narrowed for U.S. investment-grade corporate bonds broadly, reaching 1.46 percentage points last week, the lowest level in more than a year, from as much as 2.21 percentage points in mid-February, according to Bank of America Merrill Lynch index data. Risk premiums fall as investor demand for bonds increases.

Tax Efficiency

Microsoft’s bond sale is the third biggest of the year, behind Anheuser-Busch InBev NV’s $46 billion offering in January and Dell Inc.’s $20 billion deal in May.

On Thursday, Apple Inc. sold $7 billion of bonds. Investors opened their wallets for the iPhone maker, allowing the company to lower yields on all portions of the offering, which was funding shareholder buybacks.

Like Apple, Microsoft’s debt issuance is tied to avoiding an increase in its tax bill. Companies with cash holdings from overseas profits have to pay a 35 percent tax to repatriate those funds to the U.S. Rather than use that cash to fund its acquisition and pay the hefty taxes that result, it is far cheaper for large multinationals like Microsoft to borrow the funds.

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