Item 8.01 Other Events.
On August 8, 2022, Apple Inc. ("Apple") consummated the issuance and sale of
$1,000,000,000 aggregate principal amount of its 3.250% Notes due 2029 (the
"2029 Notes"), $1,500,000,000 aggregate principal amount of its 3.350% Notes due
2032 (the "2032 Notes"), $1,750,000,000 aggregate principal amount of its 3.950%
Notes due 2052 (the "2052 Notes") and $1,250,000,000 aggregate principal amount
of its 4.100% Notes due 2062 (the "2062 Notes" and, together with the 2029
Notes, the 2032 Notes and the 2052 Notes, the "Notes"), pursuant to an
underwriting agreement (the "Underwriting Agreement") dated August 1, 2022 among
Apple and Goldman Sachs & Co. LLC, BofA Securities, Inc. and J.P. Morgan
Securities LLC, as representatives of the several underwriters named therein.
The Notes are being issued pursuant to an indenture, dated as of October 28,
2021 (the "Indenture"), between Apple and The Bank of New York Mellon Trust
Company, N.A., as trustee, together with the officer's certificate, dated
August 8, 2022 (the "Officer's Certificate"), issued pursuant to the Indenture
establishing the terms of each series of Notes.
The Notes are being issued pursuant to Apple's Registration Statement on Form
S-3 filed with the Securities and Exchange Commission and dated October 28, 2021
(Reg. No. 333-260578) (the "Registration Statement").
Interest on the Notes will be paid semi-annually in arrears on August 8 and
February 8 of each year, beginning on February 8, 2023.
The 2029 Notes will mature on August 8, 2029. The 2032 Notes will mature on
August 8, 2032. The 2052 Notes will mature on August 8, 2052. The 2062 Notes
will mature on August 8, 2062.
The Notes will be Apple's senior unsecured obligations and will rank equally
with Apple's other unsecured and unsubordinated debt from time to time
outstanding.
The foregoing description of the Notes and related agreements is qualified in
its entirety by the terms of the Underwriting Agreement, the Indenture and the
Officer's Certificate (including the forms of the Notes). Apple is furnishing
the Underwriting Agreement and the Officer's Certificate (including the forms of
the Notes) attached hereto as Exhibits 1.1 and 4.1 through 4.5, respectively,
and they are incorporated herein by reference. The Indenture is filed as Exhibit
4.1 to the Registration Statement. An opinion regarding the legality of the
Notes is filed as Exhibit 5.1, and is incorporated by reference into the
Registration Statement; and a consent relating to the incorporation of such
opinion is incorporated by reference into the Registration Statement and is
filed as Exhibit 23.1 by reference to its inclusion within Exhibit 5.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Exhibit Description
1.1 Underwriting Agreement, dated August 1, 2022, among Apple Inc. and
Goldman Sachs & Co. LLC, BofA Securities, Inc. and J.P. Morgan
Securities LLC, as representatives of the several underwriters named
therein.
4.1 Officer's Certificate of Apple Inc., dated August 8, 2022.
4.2 Form of Global Note representing the 2029 Notes (included in
Exhibit 4.1).
4.3 Form of Global Note representing the 2032 Notes (included in
Exhibit 4.1).
4.4 Form of Global Note representing the 2052 Notes (included in
Exhibit 4.1).
4.5 Form of Global Note representing the 2062 Notes (included in
Exhibit 4.1).
5.1 Opinion of Latham & Watkins LLP.
23.1 Consent of Latham & Watkins LLP (included in the opinion filed as
Exhibit 5.1).
104 Inline XBRL for the cover page of this Current Report on Form 8-K.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses