Current Report Filing (8-k)
June 16 2017 - 4:03PM
Edgar (US Regulatory)
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): June 16, 2017
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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(State or other jurisdiction
of incorporation)
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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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(Address of principal executive offices)
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(Zip Code)
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(408)
765-8080
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(Registrants telephone number, including area code)
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(Former Name or Former Address, if Changed Since Last Report)
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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 (
see
General Instruction A.2. below):
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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))
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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.
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On June 16, 2017, Intel Corporation (the Company) issued
$600 million aggregate principal amount of 2.700% Senior Notes due 2024 (the Notes) pursuant to the terms of an underwriting agreement dated June 13, 2017 (the Underwriting Agreement) between the Company and
Citigroup Global Markets Inc., as representative of the several underwriters named therein (the Underwriters). The aggregate principal amount of the Notes is $600 million, and the net proceeds from the offering are approximately
$599 million, before expenses but after deducting the underwriting discount.
The Notes sold pursuant to the Underwriting Agreement were
registered under the Companys registration statement on
Form S-3
filed on October 28, 2015 (File
No. 333-207633)
and were issued pursuant to an
indenture between the Company 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
the Company and the Trustee, dated as of December 3, 2007 (the First Supplemental Indenture), as further supplemented by the tenth supplemental indenture between the Company and the Trustee, dated as of June 16, 2017 with
respect to the Notes (the Tenth Supplemental Indenture).
The foregoing descriptions of the Underwriting Agreement, the Base Indenture,
the First Supplemental Indenture and the Tenth Supplemental Indenture are qualified in their entirety by the terms of such agreements, which are filed as Exhibit 1.1 hereto, Exhibit 4.4 to
Form S-3
filed March 30, 2006, Exhibit 4.2.4 to
Form 10-K
filed February 20, 2008 and Exhibit 4.1 hereto, respectively, and incorporated
herein by reference. The foregoing description of the Notes is qualified in its entirety by reference to the full text of the form of the 2.700% Senior Note due 2024, which is filed hereto as Exhibit 4.2 and incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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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 June 13, 2017, between Intel Corporation and Citigroup Global Markets Inc., as representative of the several underwriters named therein
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4.1
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Tenth Supplemental Indenture, dated as of June 16, 2017, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee
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4.2
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Form of 2.700% Senior Note due 2024
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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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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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INTEL CORPORATION
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(Registrant)
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Date: June 16, 2017
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/s/ Robert H. Swan
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Robert H. Swan
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Executive Vice President and Chief Financial Officer
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