NXP Announces Launch of Senior Unsecured Notes Offering
December 03 2018 - 8:34AM
NXP Semiconductors N.V. (NASDAQ:NXPI) (together with its
subsidiaries, "NXP") announced today that its subsidiaries NXP B.V.
and NXP Funding LLC (together, the “Issuers”) intend to commence a
private offering of senior unsecured notes (the "Notes") pursuant
to Rule 144A and Regulation S under the U.S. Securities Act of
1933, as amended (the "Securities Act").
The Notes will be fully and unconditionally guaranteed, jointly
and severally, on a senior basis by NXP Semiconductors N.V. and
certain of NXP's wholly-owned subsidiaries located in the
Netherlands and the United States (collectively, the "Notes
Guarantors") and will be structurally subordinated to the
liabilities, including trade payables, of NXP's subsidiaries that
have not guaranteed the Notes. In addition, the Notes will be
effectively junior to all secured debt of the Issuers and the Notes
Guarantors, to the extent of the value of the assets securing such
debt.
NXP intends to use a portion of the net proceeds from the
offering of the Notes to repay the $1,000 million aggregate
principal amount outstanding under the senior unsecured bridge term
credit facility agreement, dated as of September 19, 2018, among
the Issuers, the lenders party thereto and Barclays Bank PLC, as
administrative agent. NXP intends to use the remaining proceeds for
general corporate purposes, which may include the repurchase of
additional shares of its common stock.
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 the Notes
Guarantors, 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”). 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”);
(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 Directive 2003/71/EC,
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 has been prepared and
therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under
the PRIIPs Regulation.
About NXP Semiconductors
NXP Semiconductors N.V. (NASDAQ:NXPI) enables secure connections
and infrastructure 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 secure connected vehicle, end-to-end security
& privacy and smart connected solutions markets. Built on more
than 60 years of combined experience and expertise, the company has
over 30,000 employees in more than 30 countries and posted revenue
of $9.26 billion in 2017.
Forward-looking Statements
This document includes forward-looking statements which include
statements regarding NXP's business strategy, financial condition,
results of operations, and market data, as well as any other
statements which are not historical facts. 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: 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; the ability to generate
sufficient cash, raise sufficient capital or refinance NXP’s debt
at or before maturity to meet both NXP’s debt service and research
and development and capital 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 to successfully cooperate with alliance partners; the
ability to win competitive bid selection processes to develop
products for use in NXP’s customers' equipment and products; the
ability to successfully hire and retain key management and senior
product architects; 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 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 |
Joon Knapen |
jeff.palmer@nxp.com |
joon.knapen@nxp.com |
+1 408 518 5411 |
+49 151 257 43 299 |
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