NXP Announces Launch of Senior Unsecured Notes Offering
May 04 2021 - 8:26AM
NXP Semiconductors N.V. (NASDAQ:NXPI) (together with its
subsidiaries, “NXP”) announced today that its subsidiaries NXP
B.V., NXP Funding LLC and NXP USA, Inc. (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 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.
NXP intends to use a portion of the net proceeds from the
offering of the Notes to finance, 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 use for eligible green projects, the net proceeds of
the Notes will be temporarily held as cash and other short term
securities or used for general corporate purposes, which may
include capital expenditures, short-term debt repayment or equity
buyback transactions.
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”). 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 (EU) 2016/97 (as
amended, the “Insurance Distribution Directive”), 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 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.
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 United Kingdom. For these
purposes, a “retail investor” means a person who is one (or more)
of: (i) a retail client as defined in point (8) of Article 2 of
Regulation (EU) 2017/565 as it forms part of domestic law by virtue
of the European Union (Withdrawal) Act 2018 (the “EUWA”); or (ii) a
customer within the meaning of the provisions of the Financial
Services and Markets Act 2000 (as amended, the “FSMA”) and any
rules or regulations made under the FSMA to implement the Insurance
Distribution Directive, where that customer would not qualify as a
professional client as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA; or (iii) not a qualified investor as defined in
Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic
law by virtue of the EUWA. Consequently no key information document
required by Regulation (EU) No 1286/2014 (as amended, the “UK
PRIIPs Regulation”) for offering or selling the Notes or otherwise
making them available to retail investors in the United Kingdom has
been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the
United Kingdom may be unlawful under the UK 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 $8.61
billion in 2020. Find out more at www.nxp.com.
Forward-looking Statements
This document includes 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. These factors, risks
and uncertainties include the following: the risk that the offering
of the Notes may not be completed on the proposed terms, or at all.
The following risks, among others, could affect our 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 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 access to production capacity 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; 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 |
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