NXP Semiconductors N.V. (NASDAQ:NXPI) (together with its
subsidiaries, “NXP”) announced today the pricing of the previously
announced offering by its subsidiaries NXP B.V., NXP Funding LLC
and NXP USA, Inc. (together, the “Issuers”) of $500 million
aggregate principal amount of senior unsecured notes due 2025 (the
“2025 Notes”), $500 million aggregate principal amount of senior
unsecured notes due 2027 (the “2027 Notes”) and $1,000 million
aggregate principal amount of senior unsecured notes due 2030 (the
“2030 Notes” and, together with the 2025 Notes and the 2027 Notes,
the “Notes”) pursuant to Rule 144A and Regulation S under the U.S.
Securities Act of 1933, as amended (the “Securities Act”). The 2025
Notes will bear interest at 2.700% per annum and will mature on May
1, 2025. Interest on the 2025 Notes will be payable semi-annually
on May 1 and November 1 of each year, beginning on November 1,
2020. The 2027 Notes will bear interest at 3.150% per annum and
will mature on May 1, 2027. Interest on the 2027 Notes will be
payable semi-annually on May 1 and November 1 of each year,
beginning on November 1, 2020. The 2030 Notes will bear interest at
3.400% per annum and will mature on May 1, 2030. Interest on the
2030 Notes will be payable semi-annually on May 1 and November 1 of
each year, beginning on November 1, 2020.
The Notes will be fully and unconditionally guaranteed on a
senior basis by NXP Semiconductors N.V. and will be structurally
subordinated to the liabilities, including trade payables, of NXP’s
other subsidiaries. In addition, the Notes will be effectively
junior to all future secured debt of the Issuers and NXP
Semiconductors N.V., to the extent of the value of the assets
securing such debt. The issuance of the Notes is expected to close
on or around May 1, 2020, subject to customary closing
conditions.
NXP intends to use the net proceeds of the offering of the 2030
Notes to finance or refinance, in whole or in part, one or more
eligible green projects, which are defined as investments in (A)
research and development for NXP’s (i) “green chip” resonant
solutions, (ii) battery control and energy management for electric
and hybrid cars, (iii) Advanced Driver Assistance Systems, (iv)
mobile device “beam steering”, (v) edge processing portfolio and
(vi) smart building technologies, and (B) energy efficiency
measures at NXP’s manufacturing and non-manufacturing facilities.
Pending the allocation of an amount equal to the net proceeds of
the 2030 Notes to finance or refinance eligible green projects, the
net proceeds of the 2030 Notes, together with the net proceeds of
the 2025 Notes and the 2027 Notes, will be temporarily held as cash
and other short term securities or temporarily used for the
repayment of indebtedness, which may include the refinancing of the
$1,350 million aggregate principal amount of outstanding 4.125%
Senior Notes due 2021, and other corporate expenditures.
As a result of the transactions today, NXP anticipates the
issuance of the Notes will increase the financial interest expense
in the second quarter of 2020 by $8 million compared to its prior
second quarter 2020 guidance.
The Notes will be offered in the United States to persons
reasonably believed to be qualified institutional buyers pursuant
to Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”), and outside the United States to non-United
States persons in compliance with Regulation S under the Securities
Act. The Notes have not been registered under the Securities Act
and may not be offered or sold in the United States without
registration or an applicable exemption from the registration
requirements.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of,
any securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration,
qualification or exemption under the securities laws of any such
jurisdiction.
No offer or sale of the Notes, as guaranteed by NXP
Semiconductors N.V., shall be made in any jurisdiction where such
an offer or sale would be unlawful.
The Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area (the
“EEA”) or the United Kingdom (“UK”). For these purposes, a “retail
investor” means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of Directive
2014/65/EU, as amended (“MiFID II”); or (ii) a customer within the
meaning of Directive 2002/92/EC, as amended, where that customer
would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II; or (iii) not a qualified investor as
defined in Regulation (EU) 2017/1129, as amended. Consequently no
key information document required by Regulation (EU) No 1286/2014,
as amended (the “PRIIPs Regulation”) for offering or selling the
Notes or otherwise making them available to retail investors in the
EEA or the UK has been prepared and therefore offering or selling
the Notes or otherwise making them available to any retail investor
in the EEA or the UK may be unlawful under the PRIIPs
Regulation.
About NXP Semiconductors
NXP Semiconductors N.V. (NASDAQ:NXPI) enables secure connections
for a smarter world, advancing solutions that make lives easier,
better and safer. As the world leader in secure connectivity
solutions for embedded applications, NXP is driving innovation in
the automotive, industrial & IoT, mobile, and communication
infrastructure markets. Built on more than 60 years of combined
experience and expertise, the company has approximately 29,000
employees in more than 30 countries and posted revenue of $8.88
billion in 2019.
Forward-looking Statements
This document includes forward-looking statements which include
statements regarding the offering of the Notes and the refinancing
of the 4.125% Senior Notes due 2021. By their nature,
forward-looking statements are subject to numerous factors, risks
and uncertainties that could cause actual outcomes and results to
be materially different from those projected. These factors, risks
and uncertainties include the following: the risk that the offering
of the Notes and the refinancing of the 4.125% Senior Notes due
2021 may not be completed on the proposed terms, or at all. The
following risks, among others, could affect our business and
financial performance: the duration and spread of the
COVID-19 outbreak, its severity, the actions to contain the virus
or treat its impact, and how quickly and to what extent normal
economic and operating conditions can resume; market demand and
semiconductor industry conditions; the ability to successfully
introduce new technologies and products; demand for the goods into
which NXP’s products are incorporated; trade disputes between the
U.S. and China, potential increase of barriers to international
trade and resulting disruptions to our established supply chains;
the ability to generate sufficient cash, raise sufficient capital
or refinance debt at or before maturity to meet both our debt
service and research and development and capital investment
requirements; the ability to accurately estimate demand and match
our production capacity accordingly or obtain supplies from
third-party producers; the potential impact of the outbreak of
COVID-19 on our business, operations, results of operations,
financial condition, workforce or the operations or decisions of
our customers, suppliers or business customers; the access to
production capacity from third-party outsourcing partners and any
events that might affect their business or NXP’s relationship with
them including the outbreak of COVID-19 or the requirements to
suspend activities with customers or suppliers because of changing
import and export regulations; the ability to secure adequate and
timely supply of equipment and materials from suppliers; the
ability to avoid operational problems and product defects and, if
such issues were to arise, to rectify them quickly; the ability to
form strategic partnerships and joint ventures and successfully
cooperate with alliance partners; the ability to win competitive
bid selection processes; the ability to develop products for use in
customers’ equipment and products; the ability to successfully hire
and retain key management and senior product engineers; and, the
ability to maintain good relationships with our suppliers. Readers
are cautioned not to place undue reliance on forward-looking
statements, which speak to results only as of the date the
statements were made. Except for any ongoing obligation to disclose
material information as required by the United States federal
securities laws, NXP does not have any intention or obligation to
publicly update or revise any forward-looking statements in the
future. For a discussion of potential risks and uncertainties,
please refer to the risk factors listed in NXP’s filings with the
Securities and Exchange Commission. Copies of NXP’s filings with
the Securities and Exchange Commission are available on NXP’s
Investor Relations website, www.nxp.com/investor or from the SEC
website, www.sec.gov. The information included on NXP’s website is
not incorporated into this press release.
For further information, please contact:
Investors |
Media |
Jeff Palmer |
Jacey Zuniga |
jeff.palmer@nxp.com |
jacey.zuniga@nxp.com |
+1 408 518 5411 |
+1 512 895 7398 |
NXP-CORP
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