Microsoft Announces Massive $25 Billion Multi-Tranche Senior Notes Offering
MICROSOFT CORP
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Filing Summary
Microsoft Corp (MSFT) Files Form 8-K • Event: Issuance and sale of $25.0 billion aggregate principal amount of senior notes across 10 tranches. • Underwriting Agreement Date: October 29, 2026 • Closing Date: November 4, 2026 • Representatives: J.P. Morgan Securities LLC, UBS Securities LLC, Wells Fargo Securities, LLC • Tranches: Floating and fixed rate senior notes maturing between 2028 and 2066.
Comprehensive Analysis
Event Overview
On October 29, 2026, Microsoft Corporation entered into an Underwriting Agreement with J.P. Morgan Securities LLC, UBS Securities LLC, and Wells Fargo Securities, LLC (as representatives of several underwriters) for the registered public offering of $25.0 billion in aggregate principal amount of senior notes across 10 separate tranches.
Tranche Breakdown
- $1.00B Floating Rate Notes due November 3, 2028
- $2.00B 4.850% Notes due November 3, 2028
- $1.00B Floating Rate Notes due November 3, 2029
- $3.25B 5.000% Notes due November 3, 2029
- $3.25B 5.200% Notes due November 3, 2031
- $2.50B 5.350% Notes due November 3, 2033
- $4.00B 5.550% Notes due November 3, 2036
- $2.00B 6.150% Notes due November 3, 2046
- $4.00B 6.250% Notes due November 3, 2056
- $2.00B 6.350% Notes due November 3, 2066
Total Principal Amount: $25,000,000,000
Key Terms & Structure
- Seniority: The notes are senior unsecured obligations ranking pari passu with all other unsecured and unsubordinated debt of Microsoft.
- Governing Indenture: Issued under the Base Indenture dated May 18, 2009, between Microsoft and The Bank of New York Mellon Trust Company, N.A., as Trustee, as supplemented by the Sixteenth Supplemental Indenture dated November 4, 2026.
- Payment Schedule:
- Floating Rate Notes: Payable quarterly in arrears on February 3, May 3, August 3, and November 3, beginning February 3, 2027.
- Fixed Rate Notes: Payable semi-annually in arrears on May 3 and November 3, beginning May 3, 2027.
- Redemption: The Fixed Rate Notes are subject to optional redemption under specified terms; the Floating Rate Notes are not redeemable at the option of the company.
Strategic Implications
This $25 billion issuance represents a substantial debt financing operation, likely providing liquidity for ongoing capital expenditure programs (including cloud infrastructure and AI compute investments), general corporate purposes, debt refinancing, and share repurchases, while locking in long-term fixed rates stretching out as far as 2066.
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Important Disclaimer
This content is drawn from public SEC filings and may contain errors. It is for informational purposes only and is not investment, legal, or tax advice.
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