Current Report Filing (8-k)

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): February 10, 2020

INTEL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

000-06217

94-1672743

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


2200 Mission College Blvd., Santa Clara, California		95054-1549
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (408) 765-8080

Not Applicable

(Former name or former address, if changed since last report.)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common stock, $0.001 par value

INTC

The Nasdaq Global Select Market

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. ☐

Item 8.01 Other Events.

On February 13, 2020, Intel Corporation (“Intel”) issued $750,000,000 aggregate principal amount of 2.450% Senior Notes due 2029 (the “2029 Notes”), $500,000,000 aggregate principal amount of 3.250% Senior Notes due 2049 (the “2049 Notes”) and $1,000,000,000 aggregate principal amount of 3.100% Senior Notes due 2060 (the “2060 Notes” and, together with the 2029 Notes and the 2049 Notes, the “Notes”) pursuant to the terms of an underwriting agreement dated February 10, 2020 (the “Underwriting Agreement”) among Intel and Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the “Underwriters”). The aggregate principal amount of the Notes is $2.25 billion, and the net proceeds from the offering are approximately $2.29 billion, before expenses but after deducting the underwriting discount. The 2029 Notes were consolidated, form a single series and are fully fungible with the 2.450% Senior Notes due 2029 that were issued on November 21, 2019 in aggregate principal amount of $1,250,000,000. After giving effect to the issuance of the 2029 Notes, there is $2,000,000,000 aggregate principal amount of 2.450% Senior Notes due 2029 outstanding. The 2049 Notes were consolidated, form a single series and are fully fungible with the 3.250% Senior Notes due 2049 that were issued on November 21, 2019 in aggregate principal amount of $1,500,000,000. After giving effect to the issuance of the 2049 Notes, there is $2,000,000,000 aggregate principal amount of 3.250% Senior Notes due 2049 outstanding.

The offering of the Notes sold pursuant to the Underwriting Agreement was registered under Intel’s registration statement on Form S-3 filed on April 26, 2018 (File No. 333-224472) and the Notes were issued pursuant to an indenture between Intel 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 Intel and the Trustee, dated as of December 3, 2007 (the “First Supplemental Indenture”), as further supplemented by the fourteenth supplemental indenture between Intel and the Trustee, dated as of February 13, 2020 with respect to the 2029 Notes and the 2049 Notes (the “Fourteenth Supplemental Indenture”) and the fifteenth supplemental indenture between Intel and the Trustee, dated as of February 13, 2020 with respect to the 2060 Notes (the “Fifteenth Supplemental Indenture”).

The foregoing descriptions of the Underwriting Agreement, the Base Indenture, the First Supplemental Indenture, the Fourteenth Supplemental Indenture and the Fifteenth 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 Form S-3 filed on March 30, 2006 (File No. 333-132865), Exhibit 4.2.4 to Form 10-K filed on February 20, 2008 (File No. 000-06217), Exhibit 4.1 to this Current Report and Exhibit 4.2 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 2.450% Senior Note due 2029, the form of the 3.250% Senior Note due 2049 and the form of the 3.100% Senior Note due 2060, which are attached as Exhibit 4.3, Exhibit 4.4 and Exhibit 4.5 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.



	Exhibit Number			Description

	1.1			Underwriting Agreement, dated as of February 10, 2020, among Intel Corporation and Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein

	4.1			Fourteenth Supplemental Indenture, dated as of February 13, 2020, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee

	4.2			Fifteenth Supplemental Indenture, dated as of February 13, 2020, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee

	4.3			Form of 2.450% Senior Note due 2029 (incorporated by reference to Exhibit 4.2 of Intel’s Current Report on Form 8-K as filed on November 21, 2019, Commission File No. 000-06217)



	4.4			Form of 3.250% Senior Note due 2049 (incorporated by reference to Exhibit 4.3 of Intel’s Current Report on Form 8-K as filed on November 21, 2019, Commission File No. 000-06217)

	4.5			Form of 3.100% Senior Note due 2060

	5.1			Opinion of Gibson, Dunn and Crutcher LLP

	23.1			Consent of Gibson, Dunn and Crutcher LLP (included in Exhibit 5.1)

	104			Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101

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.