Intel agreed on Apr 14, 2025 to sell 51% of Altera to a Silver Lake affiliate at an $8.75 billion enterprise value
The Apr 14, 2025 agreement was expected to result in net cash proceeds of about $4.40 billion to the sellers, Intel and Intel Americas, the 8-K filed on Apr 17, 2025 said.
Intel agreed on Apr 14, 2025 to sell a majority interest in its Altera business to SLP VII Gryphon Aggregator, L.P., an affiliate of Silver Lake. The buyer was to take 51% of Altera's issued and outstanding common stock. The purchase price implied an enterprise value of $8.75 billion for Altera, and an enterprise value counts the shares plus the debt, less the cash. The purchase price was expected to result in net cash proceeds of approximately $4.40 billion to the sellers, Intel and Intel Americas, after adjustments for cash, debt and debt-like items, working capital, transaction expenses and other items. Intel reported the agreement in an 8-K, the current report a US-listed company files when an event matters to its shareholders, filed on Apr 17, 2025 under item 1.01, entry into a material definitive agreement, and item 8.01, other events.1,2,3,4,5,6,7,8
The filing said $1.00 billion of the expected cash proceeds would be payable in two installments of $500 million each. The first was payable on Dec 31, 2026 and the second on Dec 31, 2027, each subject to acceleration. Intel could receive up to $250 million more if triggering events tied to a sale of the partnership that would hold Altera's shares, or to an initial public offering, occurred and the buyer's multiple of return on its investment exceeded 3.0x. Subject to limitations, Intel was also entitled to a $400 million termination fee if the buyer failed to close because of what the agreement defined as a financing failure. The fee was also due, in certain limited circumstances, if the buyer breached its covenants on regulatory approvals and that caused the failure of regulatory approval or a regulatory block.9,10,11,12,13,14,15
At the closing, the sellers and the buyer were to contribute their Altera shares to a newly formed partnership in exchange for interests in it. Intel was also to amend its Dec 19, 2024 foundry manufacturing customer agreement with Altera, under which it would continue to provide semiconductor wafer manufacturing services; the agreement would remain in effect through 2040 unless terminated under its terms.13,16,17
The sale was subject to customary conditions, including regulatory clearances, approvals or consents in certain jurisdictions. Either side could terminate if the closing had not occurred on or before Aug 12, 2025, a date that extended automatically in circumstances the agreement set out until Apr 14, 2026. Banks including Barclays, Citi and RBC Capital Markets had committed up to $2.00 billion of debt financing to a subsidiary of the buyer.18,19,20,21
Our records hold the text of this one 8-K, with items 1.01, 8.01 and 9.01, and not the filing's other exhibits. In that document, a premium over a market price appears in 0 sentences, an equity value in 0 and an enterprise value in 1.22,23
How each figure was checked
- the day the parties entered into the transaction agreement, as the 8-K words itApril 14, 2025SEC EDGAR, Form 8-K filed Apr 17, 2025 ↗
- Intel will sell a majority interest in its Altera business to the Purchaser, as the 8-K words ita majority interest in its Altera businessSEC EDGAR, Form 8-K filed Apr 17, 2025 ↗
- the share of Altera's common stock the Purchaser will buy, as the 8-K words it51%SEC EDGAR, Form 8-K filed Apr 17, 2025 ↗
- the enterprise value for Altera that the purchase price implies, as the 8-K words it$8.75 billionSEC EDGAR, Form 8-K filed Apr 17, 2025 ↗
- the net cash proceeds to the sellers that the 8-K says are expected after adjustmentsapproximately $4.40 billionSEC EDGAR, Form 8-K filed Apr 17, 2025 ↗
- the form8-K
- when the 8-K was filedApr 17, 2025
- the items of the 8-K1.01, 8.01, 9.01
- part of the expected cash proceeds is payable in two installments, as the 8-K words it$1.00 billion in two installments of $500 million eachSEC EDGAR, Form 8-K filed Apr 17, 2025 ↗
- the first installment's date, as the 8-K words itDecember 31, 2026SEC EDGAR, Form 8-K filed Apr 17, 2025 ↗
- the second installment's date, as the 8-K words itDecember 31, 2027SEC EDGAR, Form 8-K filed Apr 17, 2025 ↗
- Intel's entitlement to additional consideration of up to $250 million on triggering events, as the 8-K words itup to $250 million; a multiple of return above 3.0xSEC EDGAR, Form 8-K filed Apr 17, 2025 ↗
- the partnership the parties will form at the closing, as the 8-K words ita newly formed partnershipSEC EDGAR, Form 8-K filed Apr 17, 2025 ↗
- Intel's entitlement to a termination fee of $400 million if the buyer fails to close in a financing failure, subject to limitations, as the 8-K words it$400 millionSEC EDGAR, Form 8-K filed Apr 17, 2025 ↗
- the second case in which the $400 million termination fee is due, as the 8-K words itonly under certain limited circumstancesSEC EDGAR, Form 8-K filed Apr 17, 2025 ↗
- Intel will continue to provide wafer manufacturing services to Altera, as the 8-K words itan amendment to the Foundry Manufacturing Customer Agreement, dated December 19, 2024SEC EDGAR, Form 8-K filed Apr 17, 2025 ↗
- how long the foundry agreement remains in effect, as the 8-K words itthrough 2040SEC EDGAR, Form 8-K filed Apr 17, 2025 ↗
- the closing is subject to customary conditions, as the 8-K words itcustomary conditionsSEC EDGAR, Form 8-K filed Apr 17, 2025 ↗
- a closing condition, as the 8-K words itregulatory clearancesSEC EDGAR, Form 8-K filed Apr 17, 2025 ↗
- the date after which either side can terminate, as the 8-K words itAugust 12, 2025, extendable until April 14, 2026SEC EDGAR, Form 8-K filed Apr 17, 2025 ↗
- the debt financing the buyer's lenders committed to provide, as the 8-K words itup to $2.00 billionSEC EDGAR, Form 8-K filed Apr 17, 2025 ↗
- which documents of the filing our records holdWe hold the text of this filing's 8-K with items 1.01, 8.01, 9.01. We do not hold the filing's other exhibits, and nothing else of it is held: a sentence about what the filing does not say is about the text we hold.
- what the documents of this deal stateOur records hold the text of 1 document of this deal (1 8-K). They state a premium over a market price in 0 sentences, an equity value in 0 sentences and an enterprise value in 1 sentence. A filing older than the collector's window is not stored, so a deal's early steps may be missing from them.
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The record
- Company
- Intel (CIK 50863)
- Form
- 8-K
- Accession
- 0000050863-25-000063
- Filed
- Apr 17, 2025
- Period of report
- Apr 14, 2025
- Items
- 1.01 Material agreement, 8.01 Other events
The deal
Reported in an 8-K- Apr 17, 2025
Material agreement, Other events8-KThis filing
Item 1.01: the company reports a material agreement. The item doesn't say what the agreement is.
SEC EDGAR ↗
The latest filing that moves this deal is an 8-K. Either it reports a material agreement (item 1.01), which doesn't say what the agreement is, so a deal listed only from it may not be a merger or a purchase; or it reports an acquisition or a sale of assets (item 2.01) and we hold no text of it that says the transaction was completed.
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