On February 10, 2023, Intel Corporation (“Intel”) issued $1,500,000,000 aggregate principal amount of 4.875% Senior Notes due 2026 (the “2026 Notes”), $1,750,000,000 aggregate principal amount of 4.875% Senior Notes due 2028 (the “2028 Notes”), $1,250,000,000 aggregate principal amount of 5.125% Senior Notes due 2030 (the “2030 Notes”), $2,250,000,000 aggregate principal amount of 5.200% Senior Notes due 2033 (the “2033 Notes”), $1,000,000,000 aggregate principal amount of 5.625% Senior Notes due 2043 (the “2043 Notes”), $2,000,000,000 aggregate principal amount of 5.700% Senior Notes due 2053 (the “2053 Notes”) and $1,250,000,000 aggregate principal amount of 5.900% Senior Notes due 2063 (the “2063 Notes” and, together with the 2026 Notes, the 2028 Notes, the 2030 Notes, the 2033 Notes, the 2043 Notes and the 2053 Notes, the “Notes”) pursuant to the terms of an underwriting agreement dated February 7, 2023 (the “Underwriting Agreement”) among Intel and BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein. The aggregate principal amount of the Notes is $11.0 billion, and the net proceeds from the offering are approximately $10.96 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 February 2, 2023 (File No. 333-269522) and the Notes were issued pursuant to an indenture between Intel and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as 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 nineteenth supplemental indenture between Intel and the Trustee, dated as of February 10, 2023 (the “Nineteenth Supplemental Indenture”).
The foregoing descriptions of the Underwriting Agreement, the Base Indenture, the First Supplemental Indenture and the Nineteenth 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 the registration statement on Form S-3 filed on March 30, 2006 (File No. 333-132865), Exhibit 4.2.4 to the annual report on 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 4.875% Senior Note due 2026, the form of the 4.875% Senior Note due 2028, the form of the 5.125% Senior Note due 2030, the form of the 5.200% Senior Note due 2033, the form of the 5.625% Senior Note due 2043, the form of the 5.700% Senior Note due 2053 and the form of the 5.900% Senior Note due 2063, which are attached as Exhibit 4.2, Exhibit 4.3, Exhibit 4.4, Exhibit 4.5, Exhibit 4.6, Exhibit 4.7 and Exhibit 4.8 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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Exhibit
Number |
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Description |
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| 1.1 |
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Underwriting Agreement, dated as of February 7, 2023, among Intel Corporation and BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein |
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| 4.1 |
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Nineteenth Supplemental Indenture, dated as of February 10, 2023, between Intel Corporation and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee |
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| 4.2 |
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Form of 4.875% Senior Note due 2026 |
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| 4.3 |
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Form of 4.875% Senior Note due 2028 |
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| 4.4 |
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Form of 5.125% Senior Note due 2030 |
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| 4.5 |
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Form of 5.200% Senior Note due 2033 |
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| 4.6 |
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Form of 5.625% Senior Note due 2043 |
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| 4.7 |
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Form of 5.700% Senior Note due 2053 |
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| 4.8 |
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Form of 5.900% Senior Note due 2063 |
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| 5.1 |
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Opinion of Gibson, Dunn & Crutcher LLP |
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| 23.1 |
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Consent of Gibson, Dunn & 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 |
