8-KThe WireRoutine
Company Update
Filed Nov 13, 2017 · 8y ago · Accession 0001193125-17-341015
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
November 6, 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 November 13, 2017, Apple Inc. (Apple) consummated the issuance
and sale of $1,000,000,000 aggregate principal amount of Apples 1.800% Notes due 2019 (the 2019 Notes), $1,000,000,000 aggregate principal amount of Apples 2.000% Notes due 2020 (the 2020 Notes), $750,000,000
aggregate principal amount of Apples 2.400% Notes due 2023 (the 2023 Notes), $1,500,000,000 aggregate principal amount of Apples 2.750% Notes due 2025 (the 2025 Notes), $1,500,000,000 aggregate principal amount of
Apples 3.000% Notes due 2027 (the 2027 Notes) and $1,250,000,000 aggregate principal amount of Apples 3.750% Notes due 2047 (the 2047 Notes and, together with the 2019 Notes, 2020 Notes, 2023 Notes, the 2025 Notes
and the 2027 Notes, the Notes), pursuant to an underwriting agreement (the Underwriting Agreement) dated November 6, 2017 among Apple and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC 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 November 13, 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 2019 Notes, the 2020 Notes, the 2027 Notes and the 2047 Notes will be paid semi-annually in
arrears on May 13 and November 13 of each year, beginning on May 13, 2018. Interest on the 2023 Notes and the 2025 Notes will be paid semi-annually in arrears on January 13 and July 13 of each year, beginning on
July 13, 2018.
The 2019 Notes will mature on November 13, 2019. The 2020 Notes will mature on November 13, 2020. The 2023 Notes will
mature on January 13, 2023. The 2025 Notes will mature on January 13, 2025. The 2027 Notes will mature on November 13, 2027. The 2047 Notes will mature on November 13, 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 4.7, 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, and is incorporated by reference into the Registration
Statement. 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 November 6, 2017, among Apple Inc. and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner
& Smith Incorporated, as representatives of the several underwriters named therein
4.1
Officers Certificate of Apple Inc., dated November 13, 2017
4.2
Form of Global Note representing the 2019 Notes (included in Exhibit 4.1)
4.3
Form of Global Note representing the 2020 Notes (included in Exhibit 4.1)
4.4
Form of Global Note representing the 2023 Notes (included in Exhibit 4.1)
4.5
Form of Global Note representing the 2025 Notes (included in Exhibit 4.1)
4.6
Form of Global Note representing the 2027 Notes (included in Exhibit 4.1)
4.7
Form of Global Note representing the 2047 Notes (included in Exhibit 4.1)
5.1
Opinion of Hogan Lovells US LLP
12.1
Computation of Ratio of Earnings to Fixed Charges
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: November 13, 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
- Nov 13, 2017
- Report date
- Nov 6, 2017
- Document
- d478060d8k.htm
- Size
- 509 KB