8-KThe WireRoutine
Company Update
Filed Sep 12, 2017 · 8y ago · Accession 0001193125-17-282809
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
Filing text
View original ↗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
September 5, 2017
Date of Report (date of
earliest event reported)
Apple Inc.
(Exact name of Registrant as specified in its charter)
California
001-36743
94-2404110
(State or other jurisdiction
of incorporation)
(Commission
File
Number)
(IRS. Employer
Identification No.)
1 Infinite Loop
Cupertino, California 95014
(Address of principal
executive offices) (Zip Code)
(408) 996-1010
(Registrants telephone number, including area code)
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))
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 September 12, 2017, Apple Inc. (Apple) consummated the issuance
and sale of $1,000,000,000 aggregate principal amount of Apples 1.500% Notes due 2019 (the 2019 Notes), $1,000,000,000 aggregate principal amount of Apples 2.100% Notes due 2022 (the 2022 Notes), $2,000,000,000
aggregate principal amount of Apples 2.900% Notes due 2027 (the 2027 Notes) and $1,000,000,000 aggregate principal amount of Apples 3.750% Notes due 2047 (the 2047 Notes and, together with the 2019 Notes, the 2022
Notes and the 2027 Notes, the Notes), pursuant to an underwriting agreement (the Underwriting Agreement) dated September 5, 2017 among Apple and Goldman Sachs & Co. LLC, Deutsche Bank Securities Inc. and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein.
The Notes are being issued
pursuant to an indenture, dated as of April 29, 2013 (the Indenture), between Apple and The Bank of New York Mellon Trust Company, N.A., as trustee, together with the officers certificate, dated September 12, 2017 (the
Officers Certificate), issued pursuant to the Indenture establishing the terms of each series of Notes.
The Notes are being issued
pursuant to Apples Registration Statement on Form S-3 filed with the Securities and Exchange Commission on April 28, 2016 (Reg. No. 333-210983) (the
Registration Statement).
Interest on the Notes will be paid semi-annually in arrears on March 12 and September 12 of each
year, beginning on March 12, 2018.
The 2019 Notes will mature on September 12, 2019. The 2022 Notes will mature on September 12,
2022. The 2027 Notes will mature on September 12, 2027. The 2047 Notes will mature on September 12, 2047.
The Notes will be Apples
senior unsecured obligations and will rank equally with Apples other unsecured and unsubordinated debt from time to time outstanding.
The
foregoing description of the Notes and related agreements is qualified in its entirety by the terms of the Underwriting Agreement, the Indenture and the Officers Certificate (including the forms of the Notes). Apple is furnishing the
Underwriting Agreement and the Officers Certificate (including the forms of the Notes) attached hereto as Exhibits 1.1 and 4.1 through 4.5, respectively, and they are incorporated herein by reference. The Indenture is filed as Exhibit 4.1 to
Apples Registration Statement on Form S-3 filed with the Securities and Exchange Commission on April 29, 2013 (Reg. No. 333-188191). The computation of
Apples ratio of earnings to fixed charges is filed as Exhibit 12.1 to Apples Current Report on Form 8-K filed with the Securities and Exchange Commission on August 18, 2017. An opinion
regarding the legality of the Notes is filed as Exhibit 5.1, and is incorporated by reference into the Registration Statement; and a consent relating to the incorporation of such opinion is incorporated by reference into the Registration Statement
and is filed as Exhibit 23.1 by reference to its inclusion within Exhibit 5.1.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Exhibit Description
1.1
Underwriting Agreement, dated September 5, 2017, among Apple Inc. and Goldman Sachs & Co. LLC, Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner
& Smith Incorporated, as representatives of the several underwriters named therein
4.1
Officers Certificate of Apple Inc., dated September 12, 2017
4.2
Form of Global Note representing the 2019 Notes (included in Exhibit 4.1)
4.3
Form of Global Note representing the 2022 Notes (included in Exhibit 4.1)
4.4
Form of Global Note representing the 2027 Notes (included in Exhibit 4.1)
4.5
Form of Global Note representing the 2047 Notes (included in Exhibit 4.1)
5.1
Opinion of Hogan Lovells US LLP
23.1
Consent of Hogan Lovells US LLP (included in the opinion filed as Exhibit 5.1)
SIGNATURE
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.
Date: September 12, 2017
Apple Inc.
By:
/s/ Luca Maestri
Luca Maestri
Senior Vice President, Chief Financial
Officer
Filing details
- Company
- Apple Inc.
- Ticker
- AAPL
- CIK
- 320193
- Form type
- 8-K
- Filing date
- Sep 12, 2017
- Report date
- Sep 5, 2017
- Document
- d434478d8k.htm
- Size
- 386 KB