Intel Corp Files 8-K: Material Agreement, FD Disclosure

TL;DR

Intel filed an 8-K on June 4th, reporting a material agreement and other key disclosures.

AI Summary

On June 4, 2024, Intel Corporation filed an 8-K report detailing several key events. The company entered into a Material Definitive Agreement, made a Regulation FD Disclosure, and reported other events, including financial statements and exhibits. The filing was made as of June 4, 2024.

Why It Matters

This 8-K filing signals significant corporate actions and disclosures by Intel, which could impact its business operations, financial standing, and investor relations.

Risk Assessment

Risk Level: medium — 8-K filings often contain material information that can lead to stock price volatility, especially when related to definitive agreements or regulatory disclosures.

Key Numbers

• 000-06217 — SEC File Number (Intel's SEC file number)
• 94-1672743 — IRS Employer Identification No. (Intel's IRS EIN)

Key Players & Entities

• Intel Corporation (company) — Registrant
• June 4, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 2200 Mission College Boulevard (address) — Principal executive offices
• Santa Clara (location) — City of principal executive offices
• California (location) — State of principal executive offices
• 95054-1549 (zip_code) — Zip code of principal executive offices
• (408) 765-8080 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common stock, $0.001 par value INTC Nasdaq Global Select Mar
• $11 billion — in Leixlip, Ireland, for approximately $11 billion (the "Purchase Price"). The remaining 5

Filing Documents

• intc-20240604.htm (8-K) — 52KB
• a06042024form8-kex101.htm (EX-10.1) — 462KB
• a06032024form8-kex102.htm (EX-10.2) — 774KB
• a06042024form8-kex991.htm (EX-99.1) — 29KB
• intc-20240604_g1.jpg (GRAPHIC) — 5KB
• unboxedlogo_20202.jpg (GRAPHIC) — 24KB
• 0000050863-24-000103.txt ( ) — 1681KB
• intc-20240604.xsd (EX-101.SCH) — 2KB
• intc-20240604_lab.xml (EX-101.LAB) — 21KB
• intc-20240604_pre.xml (EX-101.PRE) — 12KB
• intc-20240604_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On June 4, 2024, Intel Ireland Limited ("Intel Ireland"), a wholly-owned subsidiary of Intel Corporation ("Intel" and, together with Intel Ireland, "we," "our" or "us"), entered into a purchase and sale agreement (the "Purchase and Sale Agreement") with AP Grange Holdings, LLC ("Co-Investor"), an entity formed at the direction of and managed by certain affiliates of Apollo Global Management, Inc. ("Apollo"). The Purchase and Sale Agreement provides that, upon its terms and subject to certain conditions, Co-Investor will acquire from Intel Ireland a 49% ownership interest in Grange Newco LLC, a Cayman Islands limited liability company ("JV Company") formed by Intel Ireland in connection with Fab 34, Intel's leading-edge fabrication facility designed for manufacturing wafers using the Intel 4 and Intel 3 process technologies in Leixlip, Ireland, for approximately $11 billion (the "Purchase Price"). The remaining 51% ownership interest in JV Company will remain under the ownership of Intel Ireland. The Purchase and Sale Agreement provides that, on the closing of the contemplated transaction, Intel Ireland and Co-Investor will enter into an amended and restated limited liability company agreement of JV Company (the "Limited Liability Company Agreement"), the form of which is attached to the Purchase and Sale Agreement. The Limited Liability Company Agreement sets forth each member's rights and responsibilities with respect to JV Company, including with respect to the board of managers (a majority of which will be appointed by Intel Ireland), certain supermajority approval rights in favor of Co-Investor, mechanisms for required and discretionary capital calls to fund JV Company liabilities, limitations on transfers by the members, a call right exercisable by Intel Ireland beginning approximately 7.5 years following the date Fab 34 is substantially complete (or earlier upon the occurrence of certain triggering event

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On June 4, 2024, Intel and Apollo issued a joint press release announcing the entry into the Purchase and Sale Agreement. A copy of the press release is attached as Exhibit 99.1 and incorporated by this reference. The information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

01 Other Events

Item 8.01 Other Events. In connection with the execution of the Purchase and Sale Agreement and Limited Liability Company Agreement, the parties will enter into certain ancillary agreements which generally provide Intel or Intel Ireland, as applicable, with rights and obligations with respect to the construction, commissioning, operation, management, maintenance, utilization and purchase of wafers produced in Fab 34 consistent with their ordinary course practices with respect to such matters but subject to agreed minimum wafer fab performance standards and minimum wafer purchase obligations by Intel. Intel Ireland will retain full ownership of Fab 34 and any and all intellectual property rights arising from, relating to or in connection with the activities of and services to JV Company. Specifically, these ancillary agreements provide that: JV Company will acquire from Intel Ireland rights to cause and direct the operation of Intel Ireland's Fab 34 facility, allowing JV Company to direct the manufacture of wafers from Fab 34 for the benefit of JV Company; JV Company will engage Intel Ireland to operate and maintain Fab 34, with Intel Ireland agreeing to minimum performance standards including with respect to production, availability, and yield, and to provide administrative services to JV Company; Intel Ireland agrees with JV Company and Co-Investor to complete the construction and commission of Fab 34, including the achievement of certain timing and capacity milestones, with substantial completion of Fab 34 targeted for June 2026; JV Company and Intel Ireland will allocate risk of loss and set out insurance matters relating to Fab 34 whereby JV Company will bear the risk of certain portions of certain categories of losses; Intel agrees to purchase wafers from JV Company for itself and/or for marketing and sale to third-party customers, with Intel agreeing to minimum volume commitments for its demand for wafers, preferential loading of Fab 34 relative to ot

Forward-Looking Statements

Forward-Looking Statements This report contains forward-looking statements regarding the Intel's expectations regarding the Purchase and Sale Agreement, the Limited Liability Company Agreement, and the ancillary agreements entered into in connection therewith, including with respect to the anticipated closing date and the substantial completion date of Fab 34. Such statements involve many risks and uncertainties that could cause the actual results or outcomes to differ materially from those expressed or implied, including those associated with: the high level of competition and rapid technological change in our industry; the significant long-term and inherently risky investments we are making in R&D and manufacturing facilities that may not realize a favorable return; the complexities and uncertainties in developing and implementing new semiconductor products and manufacturing process technologies; our ability to time and scale our capital investments appropriately and successfully secure favorable alternative financing arrangements and government grants; implementing new business strategies and investing in new businesses and technologies; changes in demand for our products; macroeconomic conditions and geopolitical tensions and conflicts, including geopolitical and trade tensions between the US and China, the impacts of Russia's war on Ukraine, tensions and conflict affecting Israel and the Middle East, and rising tensions between mainland China and Taiwan; the evolving market for products with AI capabilities; our complex global supply chain, including from disruptions, delays, trade tensions and conflicts, or shortages; product defects, errata and other product issues, particularly as we develop next-generation products and implement next-generation manufacturing process technologies; potential security vulnerabilities in our products; increasing and evolving cybersecurity threats and privacy risks; IP risks including related litigation and regulat

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibits are provided as part of this report: Exhibit Number Description 10.1* Purchase and Sale Agreement, dated as of June 4 , 2024, by and among Intel Ireland Limited, Grange Newco LLC, and AP Grange Holdings, LLC 10.2* Form of Amended and Restated Limited Liability Company Agreement of Grange Newco LLC by and among Grange Newco LLC, Intel Ireland Limited and AP Grange Holdings, LLC 99.1 Press Release, dated June 4 , 2024 104 Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101. * Schedules and certain portions of this exhibit have been omitted pursuant to Item 601(a)(5) and Item 601(b)(10)(iv) of Regulation S-K.

SIGNATURES

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. INTEL CORPORATION (Registrant) Date: June 4, 2024 By: /s/ April Miller Boise April Miller Boise Executive Vice President and Chief Legal Officer

View Full Filing

View this 8-K filing on SEC EDGAR