Intel announced today the expiration and results of its 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”).
The Exchange Offers expired at 5:00 p.m. (New York City time) on
December 5, 2017 (the “Expiration Date”). The “Settlement Date” is
expected to be December 8, 2017. 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.
On the terms and subject to the conditions set forth in the
Offering Memorandum, the table below provides the aggregate
principal amount of each series of Old Notes validly tendered and
not validly withdrawn prior to the Expiration Date and the
principal amount subject to notices of guaranteed delivery as of
the Expiration Date that Intel expects to accept in connection with
the Exchange Offers.
CUSIPNumber
Title of Security
PrincipalAmountOutstanding
Principal AmountTendered by
theExpiration Date andExpected to Be Accepted
Principal Amount subject to
Notice of Guaranteed Delivery by the Expiration
Date
458140 AK6 / US458140AK64
4.80% Senior Notesdue 2041
$1,500,000,000 $590,082,000 $2,105,000 458140 AP5 / US458140AP51
4.25% Senior Notesdue 2042
$925,000,000 $299,409,000 $5,527,000 458140 AT7 / US458140AT73
4.90% Senior Notesdue 2045
$2,000,000,000 $967,996,000 $8,071,000
Upon the terms and subject to the conditions set forth in the
Exchange Offer Documents, in respect of all series of Old Notes,
Intel expects (i) to issue approximately $1,964,540,000 aggregate
principal amount of New Notes, which will mature on December 8,
2047 and will bear interest at a rate per annum of 3.734%; (ii) to
pay an amount of cash as part of the Total Exchange Price of
approximately $291,973,913 and (iii) to pay an amount of cash equal
to approximately $29,057,484.38 in accrued and unpaid interest and
cash paid in lieu of fractional amounts of New Notes. Intel will
not receive any cash proceeds from the Exchange Offers.
The Minimum Issue Requirement (as defined in the Offering
Memorandum) has been satisfied (even if all Old Notes subject to
notices of guaranteed delivery fail to tender their notes at or
prior to 5:00 p.m. (New York City time) on the second business day
after the Expiration Date. As of the Expiration Date, all
conditions to the Exchange Offers were deemed satisfied or waived
by Intel.
The actual aggregate principal amount of New Notes and amount of
cash that will be issued and paid on the Settlement Date is subject
to change based on deliveries under the guaranteed delivery
procedures and final validation of tenders.
Only holders who duly completed and returned an Eligibility
Letter certifying that they are either (1) “qualified institutional
buyers” 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) were authorized to receive the Offering
Memorandum and to participate in the Exchange Offers (each an
“Exchange Offer Eligible Holder”). 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 the dealer managers for the Exchange Offer with
respect to the New Notes.
Global Bondholder Services Corporation is acting 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.
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”).
The Cash Offers expired at 5:00 p.m. (New York City time)
yesterday, December 5, 2017 (the “Expiration Date”). The
“Settlement Date” is expected to be December 8, 2017.
On the terms and subject to the conditions set forth in the
Offer to Purchase, the table below provides the aggregate principal
amount of each series of Old Notes validly tendered and not validly
withdrawn prior to the Expiration Date and the principal amount
subject to notices of guaranteed delivery as of the Expiration Date
that Intel expects to accept in connection with the Cash
Offers.
CUSIPNumber
Title of Security
Principal Amount
Outstanding
Principal Amount Tendered by
the Expiration Date andExpected to Be
Accepted
Principal Amountsubject to
Notice ofGuaranteed Delivery by the Expiration
Date
458140 AK6 / US458140AK64
4.80% Senior Notesdue 2041
$1,500,000,000 $107,923,000 None
458140 AP5 / US458140AP51
4.25% Senior Notesdue 2042
$925,000,000 $57,847,000 $300,000 458140 AT7 / US458140AT73
4.90% Senior Notesdue 2045
$2,000,000,000 $258,762,000 $10,576,000
Upon the terms and subject to the conditions set forth in the
Cash Offer Documents, in respect of all series of Old Notes
accepted in the Cash Offers, Intel expects (i) to pay an amount of
cash in respect of the Total Consideration (as defined in the Offer
to Purchase) of approximately $517,746,036.57 and (ii) to pay an
amount of cash equal to approximately $6,688,986.13 in accrued and
unpaid interest.
The actual aggregate amount of cash that will be paid on the
Settlement Date is subject to change based on deliveries under the
guaranteed delivery procedures and final validation of tenders.
As of the Expiration Date, all conditions to the Cash Offers
were deemed satisfied or waived by Intel.
Global Bondholder Services Corporation is also acting 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.”
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.
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 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 the 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.
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IntelSarah Salava, 503-264-5709Investor
Relationssarah.a.salava@intel.comorCara Walker, 503-696-0831Media
Relationscara.walker@intel.com
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