NXP Semiconductors N.V. (NASDAQ: NXPI) (together with its
subsidiaries, “NXP” or the “Company”) announced today that its
subsidiaries NXP B.V. and NXP Funding LLC have extended their
offers to the holders of the (i) $1,000,000,000 aggregate principal
amount of 4.875% Senior Notes due 2024 (the “2024 Notes”), (ii)
$500,000,000 aggregate principal amount of 5.350% Senior Notes due
2026 (the “5.350% 2026 Notes”), (iii) $500,000,000 aggregate
principal amount of 5.550% Senior Notes due 2028 (the “2028 Notes”)
and NXP B.V., NXP Funding LLC and NXP USA, Inc. (collectively, the
“Issuers”) have extended their offers to the holders of the (iv)
$500,000,000 aggregate principal amount of 2.700% Senior Notes due
2025 (the “2025 Notes”), (v) $750,000,000 aggregate principal
amount of 3.875% Senior Notes due 2026 (the “3.875% 2026 Notes”),
(vi) $500,000,000 aggregate principal amount of 3.150% Senior Notes
due 2027 (the “2027 Notes”), (vii) $1,000,000,000 aggregate
principal amount of 4.300% Senior Notes due 2029 (the “2029
Notes”), (viii) $1,000,000,000 aggregate principal amount of 3.400%
Senior Notes due 2030 (the “2030 Notes”), (ix) $1,000,000,000
aggregate principal amount of 2.500% Senior Notes due 2031 (the
“2031 Notes”), (x) $1,000,000,000 aggregate principal amount of
2.650% Senior Notes due 2032 (the “2032 Notes”), (xi)
$1,000,000,000 aggregate principal amount of 3.250% Senior Notes
due 2041 (the “2041 Notes”), (xii) $500,000,000 aggregate principal
amount of 3.125% Senior Notes due 2042 (the “2042 Notes”) and
(xiii) $500,000,000 aggregate principal amount of 3.250% Senior
Notes due 2051 (the “2051 Notes” and, together with the 2024 Notes,
the 5.350% 2026 Notes, the 2028 Notes, the 2025 Notes, the 3.875%
2026 Notes, the 2027 Notes, the 2029 Notes, the 2030 Notes, the
2031 Notes, the 2032 Notes, the 2041 Notes and the 2042 Notes, the
“Notes”), to exchange each series of Notes (the “Exchange Offers”)
for a like principal amount of Notes with substantially identical
terms other than that such new notes have been registered under the
Securities Act of 1933, as amended.
The Exchange Offers, which had been scheduled to expire on May
12, 2022 at 5:00 p.m., New York City time, will now expire at 5:00
p.m., New York City time, on May 16, 2022, unless further extended
by the applicable Issuers. The Exchange Offers are being extended
in order to provide the holders of the Notes who have not yet
tendered their Notes for exchange additional time to do so. All
other terms, provisions and conditions of the Exchange Offers will
remain in full force and effect. Deutsche Bank Trust Company
Americas (the “Exchange Agent”) has been appointed as the Exchange
Agent for the Exchange Offers.
The Issuers have been informed by the Exchange Agent that, as of
5:00 p.m., New York City time, on May 12, 2022, the principal
amounts of the Notes set forth in the table below had been validly
tendered and not validly withdrawn:
|
|
Notes Tendered as of 5:00 p.m., New YorkCity time, on May
12, 2022 |
Title of Series/CUSIPNumber |
Principal AmountOutstanding |
Principal Amount |
Percentage |
4.875% Senior Notes due 2024 / 62947Q AZ1; N65965 BB5 |
$1,000,000,000 |
$596,774,000 |
59.68% |
5.350% Senior Notes due 2026 / 62947Q AX6; N65965 AZ3 |
$500,000,000 |
$368,786,000 |
73.76% |
5.550% Senior Notes due 2028 / 62947Q AX6; N65965 AZ3 |
$500,000,000 |
$278,879,000 |
55.78% |
2.700% Senior Notes due 2025 / 62954H AE8; N6600A AE3 |
$500,000,000 |
$404,167,000 |
80.83% |
3.875% Senior Notes due 2026 / 62954H AA6; N6600A AA1 |
$750,000,000 |
$609,958,000 |
81.33% |
3.150% Senior Notes due 2027 / 62954H AC2; N6600A AC7 |
$500,000,000 |
$357,191,000 |
71.44% |
4.300% Senior Notes due 2029 / 62954H AB4; N6600A AB9 |
$1,000,000,000 |
$785,263,000 |
78.53% |
3.400% Senior Notes due 2030 / 62954H AD0; N6600A AD5 |
$1,000,000,000 |
$701,138,000 |
70.11% |
2.500% Senior Notes due 2031 / 62954H AG3; N6600A AG8 |
$1,000,000,000 |
$800,356,000 |
80.04% |
2.650% Senior Notes due 2032 / 62954H AH1; N6600A AH6 |
$1,000,000,000 |
$691,150,000 |
69.12% |
3.250% Senior Notes due 2041 / 62954H AF5; N6600A AF0 |
$1,000,000,000 |
$759,973,000 |
76.00% |
3.125% Senior Notes due 2042 / 62954H AK4; N6600A AJ2 |
$500,000,000 |
$346,280,000 |
69.26% |
3.250% Senior Notes due 2051 / 62954H AM0; N6600A AK9 |
$500,000,000 |
$303,944,000 |
60.79% |
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of the securities in any state or other jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration, qualification or exemption under the securities laws
of any such state or other jurisdiction.
About NXP
NXP Semiconductors N.V. (NASDAQ: NXPI) enables a smarter, safer
and more sustainable world through innovation. As a world leader in
secure connectivity solutions for embedded applications, NXP is
pushing boundaries 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 31,000 employees in more than 30 countries and posted
revenue of $11.06 billion in 2021.
Cautionary Statement on Forward-Looking
StatementsThis press release contains forward-looking
statements which include statements regarding the offering of the
Notes. 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. The following risks, among others, could affect NXP’s
business and financial performance: market demand and semiconductor
industry conditions; the ability to successfully introduce new
technologies and products; the demand for the goods into which
NXP’s products are incorporated; potential impacts of the COVID-19
pandemic; trade disputes between the U.S. and China, potential
increase of barriers to international trade and resulting
disruptions to NXP’s established supply chains; the ability to
generate sufficient cash, raise sufficient capital or refinance
debt at or before maturity to meet both NXP’s debt service and
research and development and capital investment requirements; the
ability to accurately estimate demand and match NXP’s production
capacity accordingly or obtain supplies from third-party producers;
the access to production from third-party outsourcing partners, and
any events that might affect their business or NXP’s relationship
with them; 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; the invasion of
Ukraine by Russia and resulting regional instability, sanctions and
any other retaliatory measures taken against Russia, which could
adversely impact the global supply chain, disrupt our operations or
negatively impact the demand for our products in our primary end
markets; and, the ability to maintain good relationships with NXP’s
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 SEC.
For more information, please
contact:
Media |
Investors |
Jacey Zuniga |
Jeff Palmer |
+1-512-895-7398 |
+1-408-518-5411 |
jacey.zuniga@nxp.com |
jeff.palmer@nxp.com |
NXP-CorpFinancial
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