Intel announced today the commencement of two related
transactions to repurchase three series of its outstanding
notes.
Exchange Offers
The first transaction consists of three separate private offers
to exchange (the “Exchange Offers”) any and all of the outstanding
series of notes listed below under the heading Exchange Offers
(collectively, the “Old Notes”) in exchange for a combination of
newly issued debt securities of Intel (the “New Notes”) and cash,
on the terms and subject to the conditions set forth in the
Offering Memorandum dated November 29, 2017 (the “Offering
Memorandum” and, together with the accompanying exchange offer
notice of guaranteed delivery, the “Exchange Offer Documents”).
Only holders who have duly completed and returned an Eligibility
Letter certifying that they are either (1) “qualified institutional
buyers” (“QIBs”) as defined in Rule 144A under the Securities Act
of 1933, as amended (the “Securities Act”) or (2) non-“U.S.
persons” (as defined in Rule 902 under the Securities Act) located
outside of the United States and non-U.S. qualified offerees (as
defined in the Eligibility Letter) are authorized to receive the
Offering Memorandum and to participate in the Exchange Offers (each
an “Exchange Offer Eligible Holder”).
The Exchange Offers will expire at 5:00 p.m. (New York City
time) on December 5, 2017 (such date and time with respect to an
Exchange Offer, as the same may be extended with respect to such
Exchange Offer, the “Expiration Date”). Old Notes tendered may be
validly withdrawn at any time at or prior to 5:00 p.m. (New York
City time) on December 5, 2017, (such date and time with respect to
an Exchange Offer, as the same may be extended with respect to such
Offer, the “Withdrawal Date”), but not thereafter, unless extended
by Intel. The “Settlement Date” with respect to an Exchange Offer
will be promptly following the Expiration Date and is expected to
be December 8, 2017.
On the terms and subject to the conditions set forth in the
Offering Memorandum, Intel is offering to any and all Exchange
Offer Eligible Holders of its outstanding Old Notes listed below to
exchange such Old Notes for New Notes and cash:
CUSIPNumber
Title ofSecurity
PrincipalAmountOutstanding
ReferenceU.S.TreasurySecurity
BloombergReferencePage
FixedSpread(basispoints)
Composition
ofHypotheticalTotal Exchange Price
HypotheticalTotalExchangePrice(1)
CashAmount(2)
HypotheticalNew
NotesAmount(3)
458140 AK6 /US458140AK64
4.80%Senior Notesdue 2041
$1,500,000,000
2.750% due 15August 2047
FIT1 +70 $1,214.48 $180.00 $1,034.48
458140 AP5 /US458140AP51
4.25%Senior Notesdue 2042
$925,000,000
2.750% due 15August 2047
FIT1 +70
$1,129.91
$129.00 $1,000.91
458140 AT7 /US458140AT73
4.90%Senior Notesdue 2045
$2,000,000,000
2.750% due 15August 2047
FIT1 +75 $1,240.14 $152.00 $1,088.14 (1) The hypothetical
Total Exchange Price (as defined below) is based on the fixed
spread for the applicable series of Old Notes (as defined below)
plus the yield of the Reference U.S. Treasury Security for that
series as of 11:00 a.m. (New York City time) on November 28, 2017.
The information provided in the above table is for illustrative
purposes only. Intel makes no representation with respect to the
actual consideration that may be paid, and such amounts may be
greater or less than those shown in the above table depending on
the yield of the applicable Reference U.S. Treasury Security as of
the applicable Price Determination Date (as defined below). The
actual Total Exchange Price for each series of Old Notes will be
based on the fixed spread for the applicable series of Old Notes
plus the yield of the Reference U.S. Treasury Security for that
series as of 11:00 a.m. (New York City time) on the applicable
Price Determination Date. (2) The cash payment payable as a portion
of the Total Exchange Price for each series of Old Notes is equal
to the amount shown in this column (subject to adjustment as
provided in the Offering Memorandum) per each $1,000 principal
amount of such series of Old Notes validly tendered and not validly
withdrawn at or prior to the Expiration Date (as defined below) or
the Guaranteed Delivery Date (as defined below) pursuant to the
Guaranteed Delivery Procedures (as defined below) and accepted for
exchange (the “Cash Amount”). See “Description of the Exchange
Offers—Determination of the Total Exchange Price.” The Cash Amount
does not include accrued and unpaid interest on the Old Notes
accepted for exchange, which will be payable in addition to the
applicable Total Exchange Price. (3) Payable in principal amount of
New Notes (subject to adjustment as provided in the Offering
Memorandum) per each $1,000 principal amount of the specified
series of Old Notes validly tendered and not validly withdrawn at
or prior to the Expiration Date and accepted for exchange.
Upon the terms and subject to the conditions set forth in the
Exchange Offer Documents, Exchange Offer Eligible Holders who (i)
validly tender and who do not validly withdraw Old Notes at or
prior to the Expiration Date or (ii) deliver a properly completed
and duly executed notice of guaranteed delivery and all other
required documents at or prior to the Expiration Date and tender
their Old Notes pursuant to the Exchange Offers at or prior to 5:00
p.m. (New York City time) on the second business day after the
Expiration Date (the “Guaranteed Delivery Date”), and whose Old
Notes are accepted for exchange by Intel, will receive the
applicable Total Exchange Price for each $1,000 principal amount of
Old Notes, which will be payable in the forms of consideration
described below.
The price for each $1,000 principal amount of each series of Old
Notes validly tendered at or prior to the Expiration Date or the
Guaranteed Delivery Date pursuant to the guaranteed delivery
procedures, and not validly withdrawn (each, a “Total Exchange
Price”), will be calculated at 11:00 a.m. (New York City time) on
December 5, 2017 unless extended (such date and time with respect
to an Exchange Offer, as it may be extended with respect to such
Exchange Offer, the “Price Determination Date”). The Total Exchange
Price for each series of Old Notes will be determined in accordance
with standard market practice, as described in the Offering
Memorandum, using the applicable yield to maturity equal to the
applicable fixed spread specified in the table above for each such
series of Old Notes over the applicable reference yield, which
shall be based on the bid-side price of the applicable Reference
U.S. Treasury Security specified in the table above at 11:00 a.m.
(New York City time) on the Price Determination Date.
The applicable Total Exchange Price payable by us for each
$1,000 principal amount of Old Notes, tendered for exchange, and
accepted by us, will consist of (subject to adjustment as provided
below):
- the applicable Cash Amount, as may be
adjusted as described in the Offering Memorandum, plus
- the principal amount of New Notes equal
to (a) the applicable Total Exchange Price, minus (b) the
applicable Cash Amount.
With respect to each of the Exchange Offers, Intel may elect to
increase or decrease the principal amount of New Notes exchangeable
for each $1,000 principal amount of the applicable Old Notes by up
to $50 per $1,000 principal amount and adjust the Cash Amount
accordingly. Such adjustments would affect the composition, but not
the amount, of the Total Exchange Price for the applicable Old
Notes. Any such election will be announced at or around the Price
Determination Date.
Intel will announce the Total Exchange Prices for all series of
Old Notes as soon as practicable after they are determined for the
Exchange Offers on the Price Determination Date.
In addition to the applicable Total Exchange Price, Exchange
Offer Eligible Holders whose Old Notes are accepted for exchange
will be paid accrued and unpaid interest on such Old Notes to, but
not including, the Settlement Date. Interest will cease to accrue
on the Settlement Date for all Old Notes accepted, including those
tendered through the guaranteed delivery procedures.
The New Notes will mature on December 8, 2047 and will bear
interest at a rate per annum that will be equal to the sum of (a)
the yield of the 2.750% U.S. Treasury Security due August 15, 2047,
as calculated by the dealer managers in accordance with standard
market practice and as described in the Offering Memorandum, plus
(b) 97 basis points, such sum rounded to the third decimal place
when expressed as a percentage.
Intel will not issue New Notes in the Exchange Offers if the
aggregate principal amount of New Notes to be issued in the
Exchange Offers would be less than $500 million (the “Minimum Issue
Requirement”), but instead will deliver cash to holders that elect
to receive cash in such circumstances (the “Cash Reversion
Option”). Holders that do not make an election will be deemed to
have elected to receive cash in the event the Minimum Issue
Requirement is not met. Intel is not permitted to waive the Minimum
Issue Requirement. When submitting a tender of Old Notes, an
Exchange Offer Eligible Holder must elect, in the event the Minimum
Issue Requirement with respect to the New Notes is not satisfied
(and the applicable Total Exchange Price is not payable to such
Exchange Offer Eligible Holder), to:
- receive the cash consideration equal to
the Total Consideration (as defined below) for the Cash Offers with
respect to such Old Notes pursuant to the Cash Reversion Option
described in the Offering Memorandum, or
- have its Old Notes returned.
Intel’s obligation to accept any series of Old Notes tendered in
the Exchange Offers is subject to the satisfaction of certain
conditions applicable to the Exchange Offer for such series as
described in the Offering Memorandum, including (x) the timely
satisfaction or waiver of all of the conditions precedent to the
completion of the Cash Offer (as defined below) for such series of
Old Notes (the “Cash Offer Completion Condition”) and (y) the
pricing of the Exchange Offers resulting in specified tax treatment
as set forth in the Offering Memorandum (the “Tax Condition”).
Intel reserves the right, subject to applicable law, to waive any
and all conditions to any Exchange Offer, except for the Cash Offer
Completion Condition.
Intel will terminate an Exchange Offer for a given series of Old
Notes if it terminates the Cash Offer for such series of Old Notes.
The termination of a Cash Offer for a series of Old Notes will not
impact the Exchange Offers for any other series of Old Notes. Intel
may terminate the Cash Offer for a given series of Old Notes if it
terminates the Exchange Offer for such series of Old Notes, but it
may also elect to waive the condition on the Cash Offer for a given
series of Old Notes that the corresponding Exchange Offer be
completed. If Intel does waive the condition for the Cash Offer for
a given series of Old Notes that the corresponding Exchange Offer
be completed and terminates the Exchange Offer for that series of
Old Notes without terminating the corresponding Cash Offer, it will
offer holders that tendered Old Notes into such terminated Exchange
Offer the opportunity to tender into the Cash Offer instead,
including by extending the applicable Cash Offer if required by
law. If Intel extends any Cash Offer for a series of Old Notes for
any reason, it will extend the corresponding Exchange Offer for
such series of Old Notes, unless such Exchange Offer has been
terminated in accordance with the preceding sentence.
If and when issued, the New Notes will not be registered under
the Securities Act or any state securities laws. Therefore, the New
Notes may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and any applicable state
securities laws. Intel will enter into a registration rights
agreement with respect to the New Notes.
Global Bondholder Services Corporation will act as the
Information Agent and the Exchange Agent for the Exchange Offers.
Questions or requests for assistance related to the Exchange Offers
or for additional copies of the Exchange Offer Documents may be
directed to Global Bondholder Services Corporation at (866)
470-3800 (toll free) or (212) 430-3774 (collect). You may also
contact your broker, dealer, commercial bank, trust company or
other nominee for assistance concerning the Exchange Offers.
Exchange Offer Eligible Holders can access the Exchange Offer
Documents by completing the Eligibility Letter available through
the following link http://gbsc-usa.com/eligibility/intel.
Cash Offers
The second transaction consists of three separate offers to
purchase for cash (the “Cash Offers”) any and all of each series of
Old Notes, on the terms and subject to the conditions set forth in
the Offer to Purchase dated November 29, 2017 (the “Offer to
Purchase” and, together with the accompanying cash offer notice of
guaranteed delivery, the “Cash Offer Documents,” collectively with
the Exchange Offer Documents, the “Offer Documents”). Exchange
Offer Eligible Holders are permitted to participate in either the
Exchange Offers or the Cash Offers with respect to any particular
Old Note (subject to authorized denominations requirements ),
provided that any particular Old Note may be tendered either in the
Exchange Offers or the Cash Offers, but not both.
On the terms and subject to the conditions set forth in the
Offer to Purchase, Intel is offering to any and all holders of its
outstanding Old Notes listed below to purchase such Old Notes for
cash:
CUSIP / ISINNumber
Title of Security
PrincipalAmount
Outstanding
ReferenceU.S.TreasurySecurity
BloombergReferencePage
FixedSpread(basispoints)
Hypothetical
TotalConsideration(1)(2)
458140 AK6 /US458140AK64
4.80%Senior Notesdue 2041
$1,500,000,000
2.750% due 15August 2047
FIT1 +70 $1,214.48
458140 AP5 /US458140AP51
4.25%Senior Notesdue 2042
$925,000,000
2.750% due 15August 2047
FIT1 +70 $1,129.91
458140 AT7 /US458140AT73
4.90%Senior Notesdue 2045
$2,000,000,000
2.750% due 15August 2047
FIT1 +75 $1,240.14 (1) Payable in cash per each $1,000
principal amount of the specified series of Old Notes validly
tendered and not validly withdrawn at or prior to the Expiration
Date or the Guaranteed Delivery Date (as defined below) pursuant to
the Guaranteed Delivery Procedures (as defined below) and accepted
for purchase. (2) Hypothetical Total Consideration is based on the
fixed spread for the applicable series of Old Notes plus the yield
of the Reference U.S. Treasury Security for that series as of 11:00
a.m. (New York City time) on November 28, 2017. The information
provided in the above table is for illustrative purposes only.
Intel makes no representation with respect to the actual
consideration that may be paid, and such amounts may be greater or
less than those shown in the above table depending on the yield of
the applicable Reference U.S. Treasury Security as of the
applicable Price Determination Date (as defined below). The actual
Total Consideration will be based on the fixed spread for the
applicable series of Old Notes to the yield of the Reference U.S.
Treasury Security for that series as of 11:00 a.m. (New York City
time) on the Price Determination Date. The hypothetical Total
Consideration excludes accrued and unpaid interest on the Old Notes
accepted for purchase.
The Cash Offers will expire at 5:00 p.m. (New York City time) on
December 5, 2017 (such date and time with respect to a Cash Offer,
as the same may be extended with respect to such Cash Offer, the
“Expiration Date”). Old Notes tendered may be validly withdrawn at
any time at or prior to 5:00 p.m. (New York City time) on December
5, 2017 (such date and time with respect to a Cash Offer, as the
same may be extended with respect to such Cash Offer, the
“Withdrawal Date”), but not thereafter, unless extended by Intel.
The “Settlement Date” with respect to a Cash Offer will be promptly
following the Expiration Date and is expected to be December 8,
2017.
Upon the terms and subject to the conditions set forth in the
Tender Offer Documents, Holders who (i) validly tender and who do
not validly withdraw Old Notes pursuant to the Cash Offers at or
prior to the Expiration Date or (ii) deliver a properly completed
and duly executed Notice of Guaranteed Delivery and all other
required documents at or prior to the Expiration Date and tender
their Old Notes pursuant to the Cash Offers at or prior to prior to
5:00 p.m. (New York City time) on the second business day after the
Expiration Date (the “Guaranteed Delivery Date”), and whose Old
Notes are accepted for purchase by us, will receive the applicable
Total Consideration (as defined below) for each $1,000 principal
amount of Old Notes, which will be payable in cash.
The consideration for each $1,000 principal amount of each
series of Old Notes validly tendered pursuant to the Cash Offers at
or prior to the Expiration Date or the Guaranteed Delivery Date
pursuant to the guaranteed delivery procedures, and not validly
withdrawn (each, the applicable “Total Consideration”), will be
calculated at 11:00 a.m. (New York City time) on December 5, 2017
unless extended (such date and time with respect to a Cash Offer,
as it may be extended with respect to such Cash Offer, the “Price
Determination Date”). The Total Consideration for each series of
Old Notes will be determined in accordance with standard market
practice as described in the Offer to Purchase, that equates to a
yield to maturity equal to the applicable fixed spread specified
for each such series of Old Notes over the applicable reference
yield, which shall be based on the bid-side price of the applicable
Reference U.S. Treasury Security specified under in the above table
at 11:00 a.m., (New York City time), on the Price Determination
Date.
Intel will announce the applicable Total Consideration for each
series of Old Notes as soon as practicable after it is determined
on the Price Determination Date.
In addition to the applicable Total Consideration, Holders whose
Old Notes are accepted for tender will be paid accrued and unpaid
interest on such Old Notes to, but not including, the Settlement
Date. Interest will cease to accrue on the Settlement Date for all
Old Notes accepted, including those tendered through the guaranteed
delivery procedures.
Intel’s obligation to accept Old Notes tendered in the Cash
Offers is subject to the satisfaction of certain conditions
described in the Offer to Purchase including the timely
satisfaction or waiver of all of the conditions precedent to the
completion of the Exchange Offer for such series of Old Notes (with
respect to each Cash Offer, the “Exchange Offer Completion
Condition”). Intel reserves the right, subject to applicable law,
to waive any and all conditions to any Cash Offer.
Intel may terminate the Cash Offer for a given series of Old
Notes if Intel terminates the Exchange Offer for such series of Old
Notes, but Intel may also elect to waive the Exchange Offer
Completion Condition for a given series of Old Notes. If Intel
waives the Exchange Offer Completion Condition for a given series
of Old Notes and terminates the Exchange Offer for that series of
Old Notes without terminating the corresponding Cash Offer, Intel
will offer holders that tendered Old Notes into such terminated
Exchange Offer the opportunity to tender into the Cash Offer
instead, including by extending the applicable Cash Offer if
required by law. Intel will terminate the Exchange Offer for a
given series of Old Notes if it terminates the Cash Offer for such
series of Old Notes. The termination of an Exchange Offer for a
series of Old Notes will not impact the Cash Offers for any other
series of Old Notes.
Global Bondholder Services Corporation will also act as the
Information Agent and the Tender Agent for the Cash Offers.
Questions or requests for assistance related to the Cash Offers or
for additional copies of the Cash Offer Documents may be directed
to Global Bondholder Services Corporation at (866) 470-3800 (toll
free) or (212) 430-3774 (collect). You may also contact your
broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the Cash Offers. The Cash Offer Documents can
be accessed at the following link
http://www.gbsc-usa.com/Intel.
Intel refers to the Exchange Offers and the Cash Offers,
collectively, as the “Offers.”
If Intel terminates any Offer with respect to one or more series
of Old Notes, it will give prompt notice to the Tender Agent or
Exchange Agent, as applicable, and all Old Notes tendered pursuant
to such terminated Offer will be returned promptly to the tendering
holders thereof. With effect from such termination, any Old Notes
blocked in DTC will be released.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold Old Notes as to when
such intermediary needs to receive instructions from a holder in
order for that holder to be able to participate in, or (in the
circumstances in which revocation is permitted) revoke their
instruction to participate in, the Exchange Offers or Cash Offers,
as applicable, before the deadlines specified herein and in the
Exchange Offer Documents or the Cash Offer Documents, as
applicable. The deadlines set by each clearing system for the
submission and withdrawal of exchange instructions will also be
earlier than the relevant deadlines specified herein and in the
Exchange Offer Documents or the Cash Offer Documents, as
applicable.
This announcement is for informational purposes only. This
announcement is not an offer to purchase or a solicitation of an
offer to purchase any Old Notes. The Exchange Offers are being made
solely pursuant to the Offering Memorandum and related documents
and the Cash Offers are being made solely pursuant to the Offer to
Purchase and related documents. The Offers are not being made to
holders of Old Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any jurisdiction in
which the securities laws or blue sky laws require the Offers to be
made by a licensed broker or dealer, the Offers will be deemed to
be made on behalf of Intel by the dealer managers or one or more
registered brokers or dealers that are licensed under the laws of
such jurisdiction.
About Intel
Intel (NASDAQ: INTC) expands the boundaries of technology to
make the most amazing experiences possible. Information about Intel
can be found at newsroom.intel.com and intel.com.
Intel and the Intel logo are trademarks of Intel Corporation in
the United States and other countries.*Other names and brands may
be claimed as the property of others.
Forward-Looking Statements
This communication contains forward-looking statements. Words
such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,”
“intend,” “may,” “plan,” “project,” “predict,” “should,” “would”
and “will” and variations of such words and similar expressions are
intended to identify such forward-looking statements. Such
statements are involve risks and uncertainties that could cause our
actual results to differ materially from those expressed or implied
in our forward-looking statements. Such risks and uncertainties
include, among others, risks and uncertainties related to the
completion or timing of the Exchange Offers and Cash Offers; and
other risks detailed in Intel’s filings with the SEC, including
those discussed in Intel’s most recent Annual Report on Form 10-K
and in any subsequent periodic reports on Form 10-Q and Form 8-K,
each of which is on file or furnished with the SEC and available at
the SEC’s website at www.sec.gov. SEC filings for Intel are also
available on Intel’s Investor Relations website at www.intc.com.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates.
Unless otherwise required by applicable law, Intel undertakes no
obligation and does not intend to update these forward-looking
statements, whether as a result of new information, future events
or otherwise.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20171129005735/en/
Intel CorporationTushar Jain, 408-653-9488Investor
Relationstushar.jain@intel.comorCara Walker, 503-696-0831Media
Relationscara.walker@intel.com
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