NXP Announces Launch of Senior Unsecured Notes Offering
November 15 2021 - 8:00AM
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 redeem the $1,000 million aggregate
principal amount of outstanding dollar-denominated 3.875% senior
unsecured notes due 2022 (the “3.875% 2022 Notes”) in accordance
with the terms of the indenture governing the 3.875% 2022 Notes
(the “3.875% 2022 Notes Redemption”), including all premiums,
accrued interest and costs and expenses related to the 3.875% 2022
Notes Redemption. NXP intends to use the remaining net proceeds for
general corporate purposes, which may include capital expenditures
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, 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. This press release shall not constitute a notice of
redemption under the indenture governing the 3.875% 2022 Notes or
an obligation to issue a notice of redemption, or an offer to
tender for, or purchase, any of the 3.875% 2022 Notes or any other
security.
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.
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 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
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 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 |
Jacey Zuniga |
jeff.palmer@nxp.com |
jacey.zuniga@nxp.com |
+1
408 518 5411 |
+1
512 895 7398 |
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