Item 8.01 Other Events.
On August 12, 2021, Intel Corporation ("Intel") issued $1,000,000,000 aggregate
principal amount of 1.600% Senior Notes due 2028 (the "2028 Notes"),
$1,250,000,000 aggregate principal amount of 2.000% Senior Notes due 2031 (the
"2031 Notes"), $750,000,000 aggregate principal amount of 2.800% Senior Notes
due 2041 (the "2041 Notes"), $1,250,000,000 aggregate principal amount of 3.050%
Senior Notes due 2051 (the "2051 Notes") and $750,000,000 aggregate principal
amount of 3.200% Senior Notes due 2061 (the "2061 Notes" and, together with the
2028 Notes, the 2031 Notes, the 2041 Notes and the 2051 Notes, the "Notes")
pursuant to the terms of an underwriting agreement dated August 10, 2021 (the
"Underwriting Agreement") among Intel and BofA Securities, Inc., Citigroup
Global Markets Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as
representatives of the several underwriters named therein (the "Underwriters").
The aggregate principal amount of the Notes is $5.00 billion, and the net
proceeds from the offering are approximately $4.98 billion, before expenses but
after deducting the underwriting discounts.
The offering of the Notes sold pursuant to the Underwriting Agreement was
registered under Intel's registration statement on Form S-3 filed on January 22,
2021 (File No. 333-252340) 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 seventeenth supplemental indenture between Intel and the
Trustee, dated as of August 12, 2021 (the "Seventeenth Supplemental Indenture").
The foregoing descriptions of the Underwriting Agreement, the Base Indenture,
the First Supplemental Indenture and the Seventeenth 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) 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 1.600% Senior Note due 2028, the form of the 2.000% Senior Note due 2031,
the form of the 2.800% Senior Note due 2041, the form of the 3.050% Senior Note
due 2051 and the form of the 3.200% Senior Note due 2061, which are attached as
Exhibit 4.2, Exhibit 4.3, Exhibit 4.4, Exhibit 4.5 and Exhibit 4.6 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 August 10, 2021,
among Intel Corporation and BofA Securities, Inc.,
Citigroup Global Markets Inc., Goldman Sachs & Co. LLC
and J.P. Morgan Securities LLC, as representatives of
the several underwriters named therein
4.1 Seventeenth Supplemental Indenture, dated as of
August 12, 2021, between Intel Corporation and Wells
Fargo Bank, National Association, as successor trustee
4.2 Form of 1.600% Senior Note due 2028
4.3 Form of 2.000% Senior Note due 2031
4.4 Form of 2.800% Senior Note due 2041
4.5 Form of 3.050% Senior Note due 2051
4.6 Form of 3.200% Senior Note due 2061
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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