Current Report Filing (8-k)
May 09 2022 - 4:39PM
Edgar (US Regulatory)
0000804328
false
QUALCOMM INC/DE
0000804328
2022-05-05
2022-05-05
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
May 5, 2022
Date of Report
(Date of earliest event reported)
QUALCOMM Incorporated
QUALCOMM INC/DE
(Exact name of
registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
000-19528 |
|
95-3685934 |
(Commission
File Number) |
|
(IRS
Employer Identification No.) |
5775
Morehouse Drive, San
Diego, CA |
|
92121 |
(Address
of principal executive offices) |
|
(Zip
Code) |
858-587-1121
(Registrant’s
telephone number, including area code)
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, $0.0001 par value |
|
QCOM |
|
Nasdaq Stock 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 1.01. Entry into a Material Definitive Agreement.
On May 9, 2022, QUALCOMM Incorporated (the
Company) executed an Officers’ Certificate (the Officers’ Certificate), in accordance with Sections 2.02, 2.03, 10.04 and
10.05 of the Indenture dated May 20, 2015 (the Base Indenture and, together with the Officers’ Certificate, the Indenture)
between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as
trustee (the Trustee), in connection with the sale of $500,000,000 in aggregate principal amount of the Company’s 4.250% Notes due
2032 (the 2032 Notes) and $1,000,000,000 in aggregate principal amount of the Company’s 4.500% Notes due 2052 (the 2052 Notes and,
together with the 2032 Notes, the Notes). The 2032 Notes mature on May 20, 2032 and the 2052 Notes mature on May 20, 2052, unless
earlier repurchased or redeemed, if applicable. The Notes are the Company’s senior unsecured obligations and rank equally with the
Company’s other senior debt from time to time outstanding.
The
2032 Notes will bear interest at the rate of 4.250% per year and the 2052 Notes will bear interest at the rate of 4.500% per year.
Interest on the Notes will be payable semiannually on May 20 and November 20 of each year, beginning on November 20, 2022.
The Company will make each interest payment to the holders of record on the immediately preceding May 1 or November 1, respectively.
The Company may redeem some or all of the notes
of each series of Notes at the applicable redemption price, as described in the applicable form of Note.
The Indenture contains customary events of default
with respect to the Notes, including failure to make required payments, failure to comply with certain agreements or covenants, and certain
events of bankruptcy and insolvency. Events of default under the Indenture arising from certain events of bankruptcy or insolvency will
automatically cause the acceleration of the amounts due under the Notes. If any other event of default under the Indenture occurs and
is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the
acceleration of the amounts due under the Notes.
The foregoing description of the Notes and the
Indenture is qualified in its entirety by reference to the full text of the Indenture, which is incorporated herein by reference to Exhibit 4.1
to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (SEC) on May 21, 2015, the Officers’ Certificate,
which is included as Exhibit 4.2 to this report, and the forms of Notes, which are included as Exhibits 4.3 and 4.4 to this report,
and each of which is incorporated into this Current Report on Form 8-K.
Item 8.01. Other Events.
On
May 5, 2022, the Company entered into an underwriting agreement (the Underwriting Agreement) with BofA Securities, Inc., Citigroup
Global Markets Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, on behalf of the several Underwriters listed in
Schedule I thereto (the Underwriters), pursuant to which the Company agreed to issue and sell the Notes to the Underwriters in a registered
public offering (the Offering). The Offering was pursuant to the Company’s shelf registration statement on Form S-3 (Registration File No. 333-258239), filed with the SEC on July 29, 2021. For a complete description of the
terms and conditions of the Underwriting Agreement, please refer to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto,
and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No |
Description |
1.1 |
Underwriting Agreement, dated May 5, 2022, among QUALCOMM Incorporated, BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC |
|
|
4.1 |
Indenture, dated May 20, 2015, between QUALCOMM Incorporated and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (incorporated herein by reference to Exhibit 4.1 to QUALCOMM Incorporated’s Current Report on Form 8-K filed with the SEC on May 21, 2015) |
|
|
4.2 |
Officers’ Certificate, dated May 9, 2022, for the 2032 Notes and the 2052 Notes |
|
|
4.3 |
Form of 2032 Notes |
|
|
4.4 |
Form of 2052 Notes |
|
|
5.1 |
Opinion of Cravath, Swaine & Moore LLP, relating to the Notes (including the consent required with respect thereto) |
|
|
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.
|
QUALCOMM Incorporated |
|
|
Date: May 9, 2022 |
By: |
/s/ Akash Palkhiwala |
|
|
Akash Palkhiwala |
|
|
Chief Financial Officer |
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