Intel announced today the pricing terms 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”).
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) today, 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validly withdrawn at any time at or prior to 5:00 p.m. (New York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), today 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, set forth below are the applicable Exchange
Offer Yield, Total Exchange Price and Cash Amount (each as defined
in the Offering Memorandum) for each series of Old Notes, as
calculated as of 11:00 a.m. (New York City time) today, December 5,
2017 (the “Price Determination Date”), in connection with Intel’s
offers 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:
Composition of TotalExchange
Price
CUSIPNumber
Title ofSecurity
ReferenceU.S.TreasurySecurity
ReferenceYield ofReferenceU.S.
TreasurySecurity atPriceDeterminationDate
BloombergReferencePage
FixedSpread(basispoints)
Exchange OfferYield
TotalExchangePrice(1)
CashAmount(2)
New NotesAmount(3)
458140 AK6 /US458140AK64
4.80% SeniorNotes due2041
2.750% due 15August 2047
2.764% FIT1 +70
3.464%
$1,215.40 $180.00 $1,035.40
458140 AP5 /US458140AP51
4.25% SeniorNotes due2042
2.750% due 15August 2047
2.764% FIT1 +70
3.464%
$1,130.81 $129.00 $1,001.81
458140 AT7 /US458140AT73
4.90% SeniorNotes due2045
2.750% due 15August 2047
2.764% FIT1 +75
3.514%
$1,241.15 $152.00 $1,089.15
(1) The Total Exchange Price is based on
the fixed spread for the applicable series of Old Notes set forth
in the table above plus the Reference Yield (as defined in the
Offering Memorandum) for that series as of 11:00 a.m. (New York
City time) today, December 5, 2017.
(2) The cash payment is equal to the
amount shown in this column 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 and accepted for exchange (the “Cash
Amount”). 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 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 described in the table above.
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 of 3.734%.
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”). The
Tax Condition has been met. 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 and the
Minimum Issue Requirement.
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 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.
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, set forth below is the applicable Total
Consideration (as defined in the Offer to Purchase) for each series
of Old Notes, as calculated at 11:00 a.m. (New York City time)
today, December 5, 2017 (the “Pricing Determination Date”), in
connection with Intel’s offer to any and all holders of its
outstanding Old Notes listed below to purchase such Old Notes for
cash:
CUSIP / ISINNumber
Title of Security
ReferenceU.S.TreasurySecurity
ReferenceYield
ofReferenceU.S.TreasurySecurity
BloombergReferencePage
FixedSpread(basispoints)
Tender OfferYield
TotalConsideration(1)(2)
458140 AK6 /US458140AK64
4.80% Senior Notesdue 2041
2.750% due 15August 2047
2.764% FIT1 +70
3.464%
$1,215.40
458140 AP5 /US458140AP51
4.25% Senior Notesdue 2042
2.750% due 15August 2047
2.764% FIT1 +70
3.464%
$1,130.81
458140 AT7 /US458140AT73
4.90% Senior Notesdue 2045
2.750% due 15August 2047
2.764% FIT1 +75
3.514%
$1,241.15
(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 and accepted for purchase.
(2) Total Consideration is based on the
fixed spread for the applicable series of Old Notes plus the
Reference Yield of the Reference U.S. Treasury Security for that
series as of 11:00 a.m. (New York City time) today, December 5,
2017. The 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)
today, 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) today,
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 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.
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 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.”
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 its
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.
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, 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/20171205006303/en/
IntelSarah Salava, 503-264-5709Investor
Relationssarah.a.salava@intel.comCara Walker, 503-696-0831Media
Relationscara.walker@intel.com
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