Item 8.01 Other Events.
On February 13, 2020, Intel Corporation ("Intel") issued $750,000,000 aggregate
principal amount of 2.450% Senior Notes due 2029 (the "2029 Notes"),
$500,000,000 aggregate principal amount of 3.250% Senior Notes due 2049 (the
"2049 Notes") and $1,000,000,000 aggregate principal amount of 3.100% Senior
Notes due 2060 (the "2060 Notes" and, together with the 2029 Notes and the 2049
Notes, the "Notes") pursuant to the terms of an underwriting agreement dated
February 10, 2020 (the "Underwriting Agreement") among Intel and Goldman Sachs &
Co. LLC and Wells Fargo Securities, LLC, as representatives of the several
underwriters named therein (the "Underwriters"). The aggregate principal amount
of the Notes is $2.25 billion, and the net proceeds from the offering are
approximately $2.29 billion, before expenses but after deducting the
underwriting discount. The 2029 Notes were consolidated, form a single series
and are fully fungible with the 2.450% Senior Notes due 2029 that were issued on
November 21, 2019 in aggregate principal amount of $1,250,000,000. After giving
effect to the issuance of the 2029 Notes, there is $2,000,000,000 aggregate
principal amount of 2.450% Senior Notes due 2029 outstanding. The 2049 Notes
were consolidated, form a single series and are fully fungible with the 3.250%
Senior Notes due 2049 that were issued on November 21, 2019 in aggregate
principal amount of $1,500,000,000. After giving effect to the issuance of the
2049 Notes, there is $2,000,000,000 aggregate principal amount of 3.250% Senior
Notes due 2049 outstanding.
The offering of the Notes sold pursuant to the Underwriting Agreement was
registered under Intel's registration statement on Form S-3 filed on April 26,
2018 (File No. 333-224472) and the Notes were issued pursuant to an indenture
between Intel and Wells Fargo Bank, National Association, as successor trustee
(the "Trustee"), dated as of March 29, 2006 (the "Base Indenture"), as
supplemented by the first supplemental indenture between Intel and the Trustee,
dated as of December 3, 2007 (the "First Supplemental Indenture"), as further
supplemented by the fourteenth supplemental indenture between Intel and the
Trustee, dated as of February 13, 2020 with respect to the 2029 Notes and the
2049 Notes (the "Fourteenth Supplemental Indenture") and the fifteenth
supplemental indenture between Intel and the Trustee, dated as of February 13,
2020 with respect to the 2060 Notes (the "Fifteenth Supplemental Indenture").
The foregoing descriptions of the Underwriting Agreement, the Base Indenture,
the First Supplemental Indenture, the Fourteenth Supplemental Indenture and the
Fifteenth Supplemental Indenture are qualified in their entirety by the terms of
such agreements, which are attached as Exhibit 1.1 to this Current Report,
Exhibit 4.4 to Form S-3 filed on March 30, 2006 (File No. 333-132865), Exhibit
4.2.4 to Form 10-K filed on February 20, 2008 (File No. 000-06217), Exhibit 4.1
to this Current Report and Exhibit 4.2 to this Current Report, respectively, and
incorporated by reference herein. The foregoing description of the Notes is
qualified in its entirety by reference to the full text of the form of the
2.450% Senior Note due 2029, the form of the 3.250% Senior Note due 2049 and the
form of the 3.100% Senior Note due 2060, which are attached as Exhibit 4.3,
Exhibit 4.4 and Exhibit 4.5 to this Current Report, respectively, and
incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed as part of this Report.
Exhibit Number Description
1.1 Underwriting Agreement, dated as of February 10, 2020, among
Intel Corporation and Goldman Sachs & Co. LLC and Wells Fargo
Securities, LLC, as representatives of the several
underwriters named therein
4.1 Fourteenth Supplemental Indenture, dated as of February 13,
2020, between Intel Corporation and Wells Fargo Bank, National
Association, as successor trustee
4.2 Fifteenth Supplemental Indenture, dated as of February 13,
2020, between Intel Corporation and Wells Fargo Bank, National
Association, as successor trustee
4.3 Form of 2.450% Senior Note due 2029 (incorporated by
reference to Exhibit 4.2 of Intel's Current Report on Form 8-K
as filed on November 21, 2019, Commission File No. 000-06217)
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4.4 Form of 3.250% Senior Note due 2049 (incorporated by reference
to Exhibit 4.3 of Intel's Current Report on Form 8-K as filed on
November 21, 2019, Commission File No. 000-06217)
4.5 Form of 3.100% Senior Note due 2060
5.1 Opinion of Gibson, Dunn and Crutcher LLP
23.1 Consent of Gibson, Dunn and Crutcher LLP (included in Exhibit
5.1)
104 Cover Page Interactive Data File, formatted in Inline XBRL and
included as Exhibit 101
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