On February 21, 2024, Intel Corporation (“Intel”) issued $500,000,000 aggregate principal amount of 5.000% Senior Notes due 2031 (the “2031 Notes”), $900,000,000 aggregate principal amount of 5.150% Senior Notes due 2034 (the “2034 Notes”) and $1,150,000,000 aggregate principal amount of 5.600% Senior Notes due 2054 (the “2054 Notes” and, together with the 2031 Notes and the 2034 Notes, the “Notes”) pursuant to the terms of an underwriting agreement dated February 15, 2024 (the “Underwriting Agreement”) among Intel and BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. The aggregate principal amount of the Notes is $2.55 billion, and the net proceeds from the offering are approximately $2.53 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 twentieth supplemental indenture between Intel and the Trustee, dated as of February 21, 2024 (the “Twentieth Supplemental Indenture”).
The foregoing descriptions of the Underwriting Agreement, the Base Indenture, the First Supplemental Indenture and the Twentieth 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 5.000% Senior Note due 2031, the form of the 5.150% Senior Note due 2034 and the form of the 5.600% Senior Note due 2054, which are attached as Exhibit 4.2, Exhibit 4.3 and Exhibit 4.4 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 | | Description |
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| 1.1 | | Underwriting Agreement, dated as of February 15, 2024, among Intel Corporation and BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein |
| |
| 4.1 | | Twentieth Supplemental Indenture, dated as of February 21, 2024, between Intel Corporation and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee |
| |
| 4.2 | | Form of 5.000% Senior Note due 2031 |
| |
| 4.3 | | Form of 5.150% Senior Note due 2034 |
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| 4.4 | | Form of 5.600% Senior Note due 2054 |
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| 5.1 | | Opinion of Gibson, Dunn and Crutcher LLP |
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| 23.1 | | Consent of Gibson, Dunn and Crutcher LLP (included in Exhibit 5.1) |
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| 104 | | Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101 |
