QUALCOMM Incorporated (NASDAQ:QCOM) Files An 8-K Entry into a Material Definitive Agreement

QUALCOMM Incorporated (NASDAQ:QCOM) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01. Entry into a Material Definitive Agreement.

On May26, 2017, 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
May20, 2015 (the Base Indenture and, together with the Officers
Certificate, the Indenture) between the Company and U.S. Bank
National Association, as trustee (the Trustee), in connection
with the sale of $750,000,000 in aggregate principal amount of
the Companys Floating Rate Notes due 2019 (the 2019 Floating Rate
Notes), $500,000,000 in aggregate principal amount of the
Companys Floating Rate Notes due 2020 (the 2020 Floating Rate
Notes), $500,000,000 in aggregate principal amount of the
Companys Floating Rate Notes due 2023 (the 2023 Floating Rate
Notes and, together with the 2019 Floating Rate Notes and 2020
Floating Rate Notes, the Floating Rate Notes), $1,250,000,000 in
aggregate principal amount of the Companys 1.850% Notes due 2019
(the 2019 Fixed Rate Notes), $1,500,000,000 in aggregate
principal amount of the Companys 2.50% Notes due 2020 (the 2020
Fixed Rate Notes), $1,500,000,000 in aggregate principal amount
of the Companys 2.600% Notes due 2023 (the 2023 Fixed Rate
Notes), $1,500,000,000 in aggregate principal amount of the
Companys 2.900% Notes due 2024 (the 2024 Fixed Rate Notes),
$2,000,000,000 in aggregate principal amount of the Companys
3.250% Notes due 2027 (the 2027 Fixed Rate Notes) and
$1,500,000,000 in aggregate principal amount of the Companys
4.300% Notes due 2047 (the 2047 Fixed Rate Notes and, together
with the 2019 Fixed Rate Notes, the 2020 Fixed Rate Notes, the
2023 Fixed Rate Notes, the 2024 Fixed Rate Notes and the 2027
Fixed Rate Notes, the Fixed Rate Notes). The Floating Rate Notes
and the Fixed Rate Notes are together referred to as the Notes.
The 2019 Floating Rate Notes mature on May20, 2019, the 2020
Floating Rate Notes mature on May20, 2020, the 2023 Floating Rate
Notes mature on January30, 2023, the 2019 Fixed Rate Notes mature
on May20, 2019, the 2020 Fixed Rate Notes mature on May20, 2020,
the 2023 Fixed Rate Notes mature on January30, 2023, the 2024
Fixed Rate Notes mature on May20, 2024, the 2027 Fixed Rate Notes
mature on May20, 2027 and the 2047 Fixed Rate Notes mature on
May20, 2047, unless earlier repurchased or redeemed, if
applicable. The Notes are the Companys senior unsecured
obligations and rank equally with the Companys other senior debt
from time to time outstanding.

The 2019 Fixed Rate Notes will bear interest at the rate of
1.850%per year, the 2020 Fixed Rate Notes will bear interest at
the rate of 2.50%per year, the 2023 Fixed Rate Notes will bear
interest at the rate of 2.600%per year, the 2024 Fixed Rate Notes
will bear interest at the rate of 2.900%per year, the 2027 Fixed
Rate Notes will bear interest at the rate of 3.250%per year and
the 2047 Fixed Rate Notes will bear interest at the rate of
4.300%per year. Interest on the 2019 Fixed Rate Notes, the 2020
Fixed Rate Notes, the 2024 Fixed Rate Notes, the 2027 Fixed Rate
Notes and the 2047 Fixed Rate Notes will be payable semiannually
on May20 and November20 of each year and on the maturity date,
beginning on November20, 2017. The Company will make each
interest payment to the holders of record on the immediately
preceding May1 or November1, respectively. Interest on the 2023
Fixed Rate Notes will be payable semiannually on January30 and
July30 of each year and on the maturity date, beginning on
January30, 2018. The Company will make each interest payment to
the holders of record on the immediately preceding January1 or
July1, respectively.

The interest rate on the 2019 Floating Rate Notes, the 2020
Floating Rate Notes and the 2023 Floating Rate Notes for a
particular interest period will be a per annum rate equal to the
three-month LIBOR as determined on the interest determination
date plus 0.360%, 0.450% and 0.730%, respectively. Interest on
the 2019 Floating Rate Notes and the 2020 Floating Rate Notes
will be payable quarterly on February20,May20,August20 and
November20 of each year and on the maturity date, beginning on
August20, 2017. The Company will make each interest payment to
the holders of record on the immediately preceding
February1,May1,August1 or November1, respectively. Interest on
the 2023 Floating Rate Notes will be payable quarterly on
January30,April30,July30 and October30 of each year and on the
maturity date, beginning on July30, 2017. The Company will make
each interest payment to the holders of record on the immediately
preceding January1,April1,July1 or October1, respectively.

The Company may redeem some or all of the notes of each series of
Fixed Rate Notes at the applicable redemption price, as described
in the applicable form of Note. The Company may not redeem the
Floating Rate Notes at its option prior to maturity.

On October27, 2016, the Company announced a definitive agreement
(as it may be amended or supplemented, the Purchase Agreement)
under which Qualcomm River Holdings, B.V. (Qualcomm River
Holdings), an indirect, wholly owned subsidiary of the Company,
will acquire NXP Semiconductors N.V. (NXP, and such acquisition,
the Acquisition). The Company intends to use the net proceeds of
the offering of the 2019 Floating Rate Notes, the 2020 Floating
Rate Notes, the 2019 Fixed Rate Notes and the 2020 Fixed Rate
Notes (collectively, the Special Mandatory Redemption Notes),
together with cash held by the Companys foreign entities and
borrowings under its loan facilities, to pay the consideration
for the Acquisition and the transaction fees and expenses to
consummate the other transactions contemplated by the Purchase
Agreement and to repurchase for cash the 1.00% cash convertible
senior notes due 2019 issued by NXP to that certain indenture
dated as of December1, 2014 by and between NXP and Deutsche Bank
Trust Company Americas at the option of

holders of such notes. If the Acceptance Time (as defined in the
Purchase Agreement) has not occurred on or before 11:59 p.m., New
York City time, on October27, 2017 (or such later date on or
prior to June1, 2018 to which the End Date under the Purchase
Agreement is extended) or if, prior to such date, the Purchase
Agreement is terminated, the Company must redeem all of the
Special Mandatory Redemption Notes at a redemption price equal to
101% of the aggregate principal amount of the Special Mandatory
Redemption Notes, plus accrued and unpaid interest to, but
excluding, the date of such special mandatory redemption.

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 are
qualified in its entirety by reference to the full text of the
Indenture, which is incorporated herein by reference to Exhibit
4.1 to QUALCOMM Incorporateds Current Report on Form 8-K filed
with the SEC on May21, 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, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9,
4.10 and 4.11 to this report, and each of which is incorporated
into this Current Report on Form 8-K.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.

Description

4.1 Indenture, dated May 20, 2015, between the Company and U.S.
Bank National Association, as trustee (incorporated herein by
reference to Exhibit 4.1 to QUALCOMM Incorporateds Current
Report on Form 8-K filed with the SEC on May 21, 2015)
4.2 Officers Certificate, dated May 26, 2017, for the 2019
Floating Rate Notes, the 2020 Floating Rate Notes, the 2023
Floating Rate Notes, the 2019 Fixed Rate Notes, the 2020
Fixed Rate Notes, the 2023 Fixed Rate Notes, the 2024 Fixed
Rate Notes, the 2027 Fixed Rate Notes and the 2047 Fixed Rate
Notes
4.3 Form of 2019 Floating Rate Notes
4.4 Form of 2020 Floating Rate Notes
4.5 Form of 2023 Floating Rate Notes
4.6 Form of 2019 Fixed Rate Notes
4.7 Form of 2020 Fixed Rate Notes
4.8 Form of 2023 Fixed Rate Notes
4.9 Form of 2024 Fixed Rate Notes
4.10 Form of 2027 Fixed Rate Notes
4.11 Form of 2047 Fixed Rate Notes
5.1 Opinion of Cravath, Swaine Moore LLP, relating to the notes
(including the consent required with respect thereto)


About QUALCOMM Incorporated (NASDAQ:QCOM)

QUALCOMM Incorporated is engaged in the development and commercialization of a digital communication technology called code division multiple access (CDMA). The Company is engaged in the development and commercialization of the orthogonal frequency division multiple access (OFDMA) family of technologies, including long-term evolution (LTE), which is an Orthogonal Frequency Division Multiplexing (OFDM)-based standard that uses OFDMA and single-carrier Frequency Division Multiple Access (FDMA), for cellular wireless communication applications. The Company’s segments include QCT (Qualcomm CDMA Technologies), QTL (Qualcomm Technology Licensing) and QSI (Qualcomm Strategic Initiatives). The Company also develops and commercializes a range of other technologies used in handsets and tablets that contribute to end user demand. The Company’s products principally consist of integrated circuits (chips or chipsets) and system software used in mobile devices and in wireless networks.

QUALCOMM Incorporated (NASDAQ:QCOM) Recent Trading Information

QUALCOMM Incorporated (NASDAQ:QCOM) closed its last trading session down -0.07 at 57.27 with 13,969,803 shares trading hands.

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