Item 1.01. Entry into a Material Definitive Agreement.
On August 14, 2020 (the "Settlement Date"), QUALCOMM Incorporated ("Qualcomm" or
the "Company") executed an Officers' Certificate (the "Officers' Certificate"),
in accordance with Sections 2.02, 2.12, 10.04 and 10.05 of the Indenture dated
May 20, 2015 (the "Base Indenture" and, together with the Officers' Certificate,
the "Indenture") between the Company and U.S. Bank National Association, as
trustee (the "Trustee"), in connection with the offers to exchange (the
"Exchange Offers") all validly tendered and not validly withdrawn: (i) 3.000%
Notes due 2022 of the Company (the "Old 2022 Notes") and 2.600% Notes due 2023
of the Company (the "Old 2023 Notes") for new 1.300% Notes due 2028 of the
Company (the "New 2028 Notes") and (ii) 2.900% Notes due 2024 of the Company
(the "Old 2024 Notes") and 3.450% Notes due 2025 of the Company (the "Old 2025
Notes" and, together with the Old 2022 Notes, the Old 2023 Notes and the Old
2024 Notes, the "Old Notes") for new 1.650% Notes due 2032 of the Company (the
"New 2032 Notes" and, together with the New 2028 Notes, the "New Notes"). The
New 2028 Notes will mature on May 20, 2028 and the New 2032 Notes will mature on
May 20, 2032, in each case unless earlier redeemed or repurchased by the
Company. The New Notes are the Company's senior unsecured obligations and rank
equally with the Company's other senior debt from time to time outstanding.
The New 2028 Notes will bear interest at the rate of 1.300% per year and the New
2032 Notes will bear interest at the rate of 1.650% per year. Interest on the
New Notes will accrue from the Settlement Date and will be payable semi-annually
in arrears on May 20 and November 20 of each year, commencing on November 20,
2020. The Company will make each interest payment to the holders of record on
the immediately preceding May 1 or November 1, respectively, and in the case of
interest payable on the maturity date, to the holders of record on May 1, 2028
with respect to the New 2028 Notes and the holders of record on May 1, 2032 with
respect to the New 2032 Notes.
The Company may, at its option, redeem some or all of the New Notes at any time
at the applicable redemption price, as described in the applicable form of New
Note.
The Indenture contains customary events of default with respect to the New
Notes, including failure to make required payments, failure to comply with
certain agreements or covenants, and certain events of bankruptcy or insolvency.
Events of default under the Indenture arising from certain events of bankruptcy
or insolvency will automatically cause the acceleration of the amounts due under
the New Notes. If any other event of default under the Indenture occurs and is
continuing, the Trustee or the holders of at least 25% in aggregate principal
amount of the applicable series of then outstanding New Notes may declare the
acceleration of the amounts due under such New Notes.
The foregoing description of the New Notes and the Indenture is qualified in its
entirety by reference to the full text of the Indenture, which is incorporated
herein by reference to Exhibit 4.1 to Qualcomm's Current Report on Form 8-K
filed with the U.S. Securities and Exchange Commission on May 21, 2015, the
Officers' Certificate, which is included as Exhibit 4.2 to this report, and the
forms of New Notes, which are included as Exhibits 4.3, 4.4, 4.5 and 4.6 to this
report, and each of which is incorporated into this Current Report on Form 8-K.
In connection with the issuance of the New Notes, Qualcomm entered into a
Registration Rights Agreement, dated as of August 14, 2020 (the "Registration
Rights Agreement"), with the dealer managers named therein, which will give
holders of the New Notes certain exchange and registration rights with respect
to the New Notes. A copy of the Registration Rights Agreement is filed as
Exhibit 4.7 to this report and is incorporated herein by reference in its
entirety.
Item 8.01. Other Events.
On the Settlement Date, Qualcomm completed its previously announced Exchange
Offers to exchange all validly tendered and not validly withdrawn Old Notes for
the New Notes. Also on the Settlement Date, Qualcomm completed its previously
announced offers to purchase (the "Cash Offers") all validly tendered and not
validly withdrawn: (i) Old 2022 Notes? (ii) Old 2023 Notes? (iii) Old 2024
Notes; and (iv) Old 2025 Notes for cash payments in the amount of $1,047.06 per
$1,000.00 principal amount of Old 2022 Notes, $1,053.82 per $1,000.00 principal
amount of Old 2023 Notes, $1,090.54 per $1,000.00 principal amount of Old 2024
Notes and $1,133.31 per $1,000.00 principal amount of Old 2025 Notes.
The Exchange Offers were open only to certain investors, and the Cash Offers
were open only to retail holders who were not eligible to participate in the
Exchange Offers.
Pursuant to the Exchange Offers, the aggregate principal amounts of the Old
Notes set forth below were validly tendered and accepted and subsequently
cancelled:
(i) $400,510,000.00 aggregate principal amount of Old 2022 Notes?
(ii) $512,464,000.00 aggregate principal amount of Old 2023 Notes;
(iii) $559,584,000.00 aggregate principal amount of Old 2024 Notes? and
(iv) $560,334,000.00 aggregate principal amount of Old 2025 Notes.
Pursuant to the Cash Offers, the aggregate principal amounts of the Old Notes
set forth below were validly tendered and accepted for purchase and subsequently
cancelled:
(i) $59,514,000.00 aggregate principal amount of Old 2022 Notes?
(ii) $41,585,000.00 aggregate principal amount of Old 2023 Notes?
(iii) $26,012,000.00 aggregate principal amount of Old 2024 Notes? and
(iv) $74,487,000.00 aggregate principal amount of Old 2025 Notes.
Following such cancellation, (i) $1,539,976,000.00 aggregate principal amount of
Old 2022 Notes remained outstanding? (ii) $945,951,000.00 aggregate principal
amount of Old 2023 Notes remained outstanding? (iii) $914,404,000.00 aggregate
principal amount of Old 2024 Notes remained outstanding; and
(iv) $1,365,179,000.00 aggregate principal amount of Old 2025 Notes remained
outstanding.
In connection with the settlement of the Exchange Offers, Qualcomm issued
(i) $961,427,000.00 aggregate principal amount of its New 2028 Notes, plus
accrued and unpaid interest of $3,321,727.97, in exchange for the Old 2022 Notes
and the Old 2023 Notes and (ii) $1,245,206,000.00 aggregate principal amount of
its New 2032 Notes, plus accrued and unpaid interest of $8,297,207.25, in
exchange for the Old 2024 Notes and the Old 2025 Notes, in each case validly
tendered and accepted by Qualcomm pursuant to the Exchange Offers.
In connection with the settlement of the Cash Offers, Qualcomm paid aggregate
total consideration of (i) $62,314,728.84 for the Old 2022 Notes, plus accrued
and unpaid interest of $416,598.00? (ii) $43,823,104.70 for the Old 2023 Notes,
plus accrued and unpaid interest of $42,046.85? (iii) $28,367,126.48 for the Old
2024 Notes, plus accrued and unpaid interest of $176,014.60; and
(iv) $84,416,861.97 for the Old 2025 Notes, plus accrued and unpaid interest of
$599,620.35, in each case validly tendered and accepted for purchase by Qualcomm
pursuant to the Cash Offers.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Exhibit
4.1 Indenture, dated May 20, 2015, between the Company and U.S. Bank
National Association, as Trustee (incorporated herein by reference to
Exhibit 4.1 to QUALCOMM Incorporated's Current Report on Form 8-K filed
with the U.S. Securities and Exchange Commission on May 21, 2015)
Officers' Certificate, dated August 14, 2020, for the New 2028 Notes
4.2 and the New 2032 Notes
4.3 Form of 1.300% Rule 144A Global Note due 2028
4.4 Form of 1.300% Regulation S Global Note due 2028
4.5 Form of 1.650% Rule 144A Global Note due 2032
4.6 Form of 1.650% Regulation S Global Note due 2032
4.7 Registration Rights Agreement, dated as of August 14, 2020
Cover Page Interactive Data File, formatted in Inline XBRL and included
104 as Exhibit 101
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QUALCOMM, INC. 
