Item 8.01 Other Events.
On November 21, 2019, Intel Corporation ("Intel") issued $1,250,000,000
aggregate principal amount of 2.450% Senior Notes due 2029 (the "2029 Notes")
and $1,500,000,000 aggregate principal amount of 3.250% Senior Notes due 2049
(the "2049 Notes" and, together with the 2029 Notes, the "Notes") pursuant to
the terms of an underwriting agreement dated November 18, 2019 (the
"Underwriting Agreement") among Intel and BofA Securities, Inc. and J.P. Morgan
Securities LLC, as representatives of the several underwriters named therein
(the "Underwriters"). The aggregate principal amount of the Notes is
$2.75 billion, and the net proceeds from the offering are approximately
$2.74 billion, before expenses but after deducting the underwriting discount.
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 thirteenth supplemental indenture between Intel and the
Trustee, dated as of November 21, 2019 with respect to the Notes (the
"Thirteenth Supplemental Indenture").
The foregoing descriptions of the Underwriting Agreement, the Base Indenture,
the First Supplemental Indenture and the Thirteenth 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 March 30,
2006, Exhibit 4.2.4 to Form 10-K filed February 20, 2008 and Exhibit 4.1 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 and the form of the
3.250% Senior Note due 2049, which are attached as Exhibit 4.2 and Exhibit 4.3
to this Current Report on Form 8-K, 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 November 18, 2019,
among Intel Corporation and BofA Securities, Inc. and
J.P. Morgan Securities LLC, as representatives of the
several underwriters named therein
4.1 Thirteenth Supplemental Indenture, dated as of
November 21, 2019, between Intel Corporation and Wells
Fargo Bank, National Association, as successor trustee
4.2 Form of 2.450% Senior Note due 2029
4.3 Form of 3.250% Senior Note due 2049
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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