8-KMaterial AgreementsExhibits & Filings

INTEL CORP 8-K Report, Material Agreement (Dec 26, 2007)

Filed December 26, 2007For Securities:INTC

Summary

This Form 8-K filing by Intel Corporation details an amendment to a Master Agreement concerning the formation of a new, independent semiconductor company named "Numonyx." The original agreement was with STMicroelectronics NV and Francisco Partners L.P. to create Numonyx, which will focus on NOR and NAND flash memory products. The primary update is the extension of the termination date for the Master Agreement from December 31, 2007, to March 28, 2008, indicating ongoing negotiations and adjustments to the deal. Furthermore, the financing structure for Numonyx has been revised. The original commitment for up to $1.55 billion in debt financing has been renegotiated, with new terms involving a senior loan of up to $650 million and a $100 million committed revolving credit facility. These financing changes are expected to lead to further modifications in the Master Agreement. The parties now anticipate closing the transaction in the first quarter of 2008, a shift from previous expectations.

Key Highlights

  • 1Intel, STMicroelectronics, and Francisco Partners have extended the termination date for their Master Agreement to form Numonyx to March 28, 2008.
  • 2The new entity, Numonyx, will focus on designing, developing, and manufacturing NOR and NAND flash memory products.
  • 3Financing for Numonyx has been re-negotiated, with a revised debt financing package totaling up to $750 million ($650M senior loan + $100M revolving credit facility).
  • 4The revised financing terms will necessitate further amendments to the original Master Agreement.
  • 5The expected closing date for the transaction has been pushed to the first quarter of 2008.
  • 6The filing includes forward-looking statements highlighting potential risks such as transaction delays, employee retention, and unforeseen liabilities.

Frequently Asked Questions

This 8-K filing announces an extension to the termination date of a Master Agreement between Intel, STMicroelectronics, and Francisco Partners, aimed at forming a new semiconductor company called Numonyx. It also details revised financing terms for Numonyx.

The closing date has been extended to March 28, 2008, due to ongoing negotiations related to revised financing terms and anticipated changes to the Master Agreement that stem from these new financing arrangements. The parties are still finalizing these details.

The debt financing has been revised from a previous commitment of up to $1.55 billion. The new terms include a senior loan of up to $650 million and a $100 million committed revolving credit facility, totaling up to $750 million in committed debt financing.

Intel highlights several risks in its forward-looking statements, including the possibility that the transaction may be delayed or not occur at all, challenges in retaining key employees and customer/supplier relationships, potential unexpected liabilities, changes in contributions from Intel and STMicroelectronics, and litigation or regulatory issues that could impact Numonyx's future operations or Intel's dealings with the new company.