UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 20, 2020
INTEL CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware |
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000-06217 |
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94-1672743 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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| 2200 Mission College Blvd., Santa Clara, California |
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95054-1549 |
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(Zip Code) |
Registrant’s telephone number, including area code: (408) 765-8080
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which
registered |
| Common stock, $0.001 par value |
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INTC |
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The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On March 25, 2020, Intel Corporation (“Intel”) issued $1,500,000,000 aggregate principal amount of 3.400% Senior Notes due 2025 (the “2025 Notes”), $1,000,000,000 aggregate principal amount of 3.750% Senior Notes due 2027 (the “2027 Notes”), $1,500,000,000 aggregate principal amount of 3.900% Senior Notes due 2030 (the “2030 Notes”), $750,000,000 aggregate principal amount of 4.600% Senior Notes due 2040 (the “2040 Notes”), $2,250,000,000 aggregate principal amount of 4.750% Senior Notes due 2050 (the “2050 Notes”) and $1,000,000,000 aggregate principal amount of 4.950% Senior Notes due 2060 (the “2060 Notes” and, together with the 2025 Notes, the 2027 Notes, the 2030 Notes, the 2040 Notes and the 2050 Notes, the “Notes”) pursuant to the terms of an underwriting agreement dated March 20, 2020 (the “Underwriting Agreement”) among Intel and BofA Securities, 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 $8.00 billion, and the net proceeds from the offering are approximately $7.96 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 sixteenth supplemental indenture between Intel and the Trustee, dated as of March 25, 2020 (the “Sixteenth Supplemental Indenture”).
The foregoing descriptions of the Underwriting Agreement, the Base Indenture, the First Supplemental Indenture and the Sixteenth 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 3.400% Senior Note due 2025, the form of the 3.750% Senior Note due 2027, the form of the 3.900% Senior Note due 2030, the form of the 4.600% Senior Note due 2040, the form of the 4.750% Senior Note due 2050 and the form of the 4.950% Senior Note due 2060, which are attached as Exhibit 4.2, Exhibit 4.3, Exhibit 4.4, Exhibit 4.5, Exhibit 4.6 and Exhibit 4.7 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.
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Description |
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1.1 |
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Underwriting Agreement, dated as of March 20, 2020, among Intel Corporation and BofA Securities, Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein |
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4.1 |
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Sixteenth Supplemental Indenture, dated as of March 25, 2020, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee |
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4.2 |
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Form of 3.400% Senior Note due 2025 |
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4.3 |
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Form of 3.750% Senior Note due 2027 |
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4.4 |
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Form of 3.900% Senior Note due 2030 |
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4.5 |
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Form of 4.600% Senior Note due 2040 |
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4.6 |
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Form of 4.750% Senior Note due 2050 |
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4.7 |
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Form of 4.950% Senior Note due 2060 |
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5.1 |
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Opinion of Gibson, Dunn and Crutcher LLP |
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23.1 |
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Consent of Gibson, Dunn and Crutcher LLP (included in Exhibit 5.1) |
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104 |
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Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101 |