Apple Inc. (NASDAQ:AAPL) Files An 8-K Other Events
Item8.01
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On June20, 2017, Apple Inc. (Apple) consummated the issuance and
sale of $1,000,000,000 aggregate principal amount of Apples
3.000% Notes due 2027 (the Notes), to an underwriting agreement
(the Underwriting Agreement) dated June13, 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 to an indenture, dated as of April29,
2013 (the Indenture), between Apple and The Bank of New York
Mellon Trust Company, N.A., as trustee, together with the
officers certificate, dated June20,2017 (the Officers
Certificate), issued to the Indenture establishing the terms of
the Notes.
The Notes are being issued to Apples Registration Statement on
Form S-3 filed with the Securities and Exchange Commission on
April28, 2016 (Reg. No.333-210983) (the Registration Statement).
Interest on the Notes will be paid semi-annually in arrears on
June20 and December20 of each year, beginning onDecember20, 2017.
The Notes will mature on June20, 2027.
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 form of the Notes). Apple is furnishing the Underwriting
Agreement and the Officers Certificate (including the form of the
Notes) attached hereto as Exhibits 1.1, 4.1 and 4.2,
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 April29, 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 May11, 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.
Item9.01 |
Financial Statements and Exhibits. |
(d) |
Exhibits |
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Exhibit
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Exhibit Description |
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| 1.1 |
Underwriting Agreement, dated June13, 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 |
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| 4.1 | Officers Certificate of Apple Inc., dated June20, 2017 | |
| 4.2 |
Form of Global Note representing the Notes (included in Exhibit 4.1) |
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| 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) |
APPLE INC ExhibitEX-1.1 2 d413980dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION VERSION Apple Inc. $1,…To view the full exhibit click here About Apple Inc. (NASDAQ:AAPL)
Apple Inc. (Apple) designs, manufactures and markets mobile communication and media devices, personal computers, and portable digital music players, and a variety of related software, services, peripherals, networking solutions, and third-party digital content and applications. The Company’s products and services include iPhone, iPad, Mac, iPod, Apple TV, a portfolio of consumer and professional software applications, the iOS and OS X operating systems, iCloud, and a variety of accessory, service and support offerings. The Company also delivers digital content and applications through the iTunes Store, App StoreSM, iBookstoreSM, and Mac App Store. The Company distributes its products worldwide through its retail stores, online stores, and direct sales force, as well as through third-party cellular network carriers, wholesalers, retailers, and value-added resellers. In February 2012, the Company acquired app-search engine Chomp.