NEW YORK, NY -- (Marketwire) -- 10/24/12 -- United States of America - NOT FOR DISTRIBUTION IN ITALY - NXP Semiconductors N.V. (NASDAQ: NXPI) (together with its subsidiaries, "NXP") today announced the commencement of an offer to purchase (as such offer may be amended or supplemented from time to time, the "Offer") by its subsidiary NXP B.V. for up to $500 million in cash of outstanding U.S. dollar-denominated 9 3/4% Senior Secured Notes due 2018 (the "Notes") jointly and severally issued by NXP B.V. and NXP Funding LLC properly tendered (and not validly withdrawn) and accepted, upon the terms and subject to the conditions set forth in the offer to purchase (as it may be amended or supplemented from time to time, the "Offer to Purchase") and the related letter of transmittal (as it may be amended or supplemented from time to time, the "Letter of Transmittal"). The Offer is subject to a financing condition and certain general conditions. The purpose of the Offer is to allow NXP to lower its interest cost and to extend the maturity profile of its debt. NXP expects to use funds raised in the debt securities or term loan markets to fund the purchase of the Notes in the Offer.
Key terms of the Offer are listed in the table below:
Title of Notes Outstanding Early Tender Total CUSIP/ISIN to be tendered Principal Amount Premium(1) Consideration(2) ---------------------------------------------------------------------------- N65965 AN0/ 9 3/4% Senior USN65965AN07 Secured Notes $922,470,000.00 $30.00 $1,172.50 due 2018 62947Q AK4/ US62947QAK40
(1) Per $1,000 principal amount of Notes that are accepted for purchase.
(2) Per $1,000 principal amount of Notes that are accepted for purchase, including the Early Tender Premium (as defined below) but excluding any accrued and unpaid interest. Holders who tender after the Early Tender Deadline (as defined below) will not receive the Early Tender Premium.
Early Tender Premium. Holders will be entitled to receive an early tender premium, as indicated in the table above (as the same may be increased or decreased, the "Early Tender Premium"), and hence the total consideration listed in the table above (as the same may be increased or decreased, the "Total Consideration"), but only in respect of Notes properly tendered in the Offer (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on November 9, 2012, unless extended by NXP B.V. in its sole discretion (such time and date, as the same may be extended, the "Early Tender Deadline") and accepted. Notes properly tendered (and not validly withdrawn) after the Early Tender Deadline, but at or prior to 11:59 p.m., New York City time, on November 26, 2012, unless extended or earlier terminated by NXP B.V. in its sole discretion (such time and date, as the same may be extended, the "Expiration Time"), will only qualify to receive the tender offer consideration, which consists of the Total Consideration less the Early Tender Premium.
Total Consideration. For each proper tender of $1,000 principal amount of Notes (not validly withdrawn) made at or prior to the Early Tender Deadline and accepted, the holders of such Notes will receive the Total Consideration, as listed in the table above.
Accrued and Unpaid Interest. All holders whose Notes are accepted for purchase in the Offer will also be entitled to receive accrued and unpaid interest on the Notes to, but not including, the date promptly following the Expiration Time, upon which payments under the Offer will be made in cash.
Maximum Tender Amount. The Offer is for a maximum tender amount of up to $500,000,000, as may be increased, decreased or waived by NXP B.V., excluding accrued and unpaid interest on the Notes that are accepted for purchase in the Offer.
Proration. The tendered Notes that NXP B.V. will accept for purchase may be subject to proration, as described in the Offer to Purchase.
Conditions to the Offer. The Offer is subject to a financing condition and certain general conditions, as described in the Offer to Purchase. The purpose of the Offer is to allow NXP to lower its interest cost and to extend the maturity profile of its debt. NXP expects to use funds raised in the debt securities or term loan markets to fund the purchase of the Notes in the Offer.
Withdrawal. Tenders of Notes may be validly withdrawn at any time at or prior to 5:00 p.m. New York City time on November 9, 2012 (such time and date, as the same may be extended, the "Withdrawal Date"). Tenders of Notes made after the Withdrawal Date may not be validly withdrawn, unless NXP B.V. is required by law to permit withdrawal. Subject to applicable law, NXP B.V. may extend or otherwise amend the Early Tender Deadline or the Expiration Time, or increase, decrease or waive the Maximum Tender Amount, without extending the Withdrawal Deadline or otherwise reinstating withdrawal rights of holders. In addition, tendered Notes may be validly withdrawn if the Offer is terminated without any Notes being purchased thereunder. In the event of a termination of the Offer, the Notes tendered pursuant to the Offer will be promptly returned to the tendering holders.
General. The Notes can only be tendered in minimum principal amounts of $100,000 and integral multiples of $1,000 in excess thereof. Notes tendered by a holder will not be accepted if, upon acceptance for purchase and payment for such Notes, the principal amount of the Notes held by such holder is less than the $100,000 minimum denomination for the issue. NXP B.V.'s obligation to accept any Notes tendered and to pay the applicable consideration for them is set forth solely in the Offer to Purchase. Subject to applicable law, NXP B.V. may amend, extend or terminate the Offer at any time. NXP B.V. intends to cancel and retire all of the Notes purchased pursuant to the Offer.
Listing. The Notes are listed on the Global Exchange Market (GEM) of the Irish Stock Exchange in accordance with the rules of that exchange.
Additional Information. Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and Goldman, Sachs & Co. are serving together as the dealer managers in connection with the Offer (the "Dealer Managers"). D.F. King & Co., Inc. is serving as information agent for the offer (the "Information Agent"). Deutsche Bank Trust Company Americas is serving as the tender agent in connection with the Offer (the "Tender Agent"). Any questions or requests for assistance or additional copies of the Offer to Purchase may be directed to the Dealer Managers, the Tender Agent or the Information Agent. You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer. Any required documents should be sent or delivered by each holder or its broker, dealer, commercial bank, trust company or other nominee to the Tender Agent at the addresses set forth on the back cover of the Offer to Purchase. None of NXP, NXP B.V., the Dealer Managers, the Information Agent, the Tender Agent, the trustee for the Notes or any of their affiliates are making any recommendations to holders of Notes as to whether to tender or refrain from tendering their Notes in the Offer. Holders of Notes must decide how many Notes they will tender, if any.
Qualification. This announcement is neither an offer to purchase nor the solicitation of an offer to sell any of the securities described herein. No Offer shall be made in any jurisdiction where such offer or purchase would be unlawful. Holders should seek their own advice based on their particular circumstances from an independent adviser. The Offer is made only by, and pursuant to, the terms set forth in the Offer to Purchase and the related Letter of Transmittal, and the information in this press release is qualified by reference thereto.
About NXP Semiconductors
NXP Semiconductors N.V. (NASDAQ: NXPI) provides High Performance Mixed Signal and Standard Product solutions that leverage its leading RF, Analog, Power Management, Interface, Security and Digital Processing expertise. These innovations are used in a wide range of automotive, identification, wireless infrastructure, lighting, industrial, mobile, consumer and computing applications. A global semiconductor company with operations in more than 25 countries, NXP posted revenue of $4.2 billion in 2011. Additional information can be found by visiting www.nxp.com.
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 end-market demand for the goods into which NPX's products are incorporated; the ability to generate sufficient cash, raise sufficient capital or refinance corporate debt at or before maturity; the ability to meet the combination of corporate debt service, research and development and capital investment requirements; the ability to accurately estimate demand and match manufacturing production capacity accordingly or obtain supplies from third-party producers; the access to production capacity from third-party outsourcing partners; any events that might affect third-party business partners 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 correct 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 customers' equipment and products; the ability to successfully establish a brand identity; the ability to successfully hire and retain key management and senior product architects; and, the ability to maintain good relationships with NXP's suppliers. In addition, this document contains information concerning the semiconductor industry and NXP's business segments generally, which is forward-looking in nature and is based on a variety of assumptions regarding the ways in which the semiconductor industry, NXP's market segments and product areas may develop. NXP has based these assumptions on information currently available, if any one or more of these assumptions turn out to be incorrect, actual market results may differ from those predicted. While NXP does not know what impact any such differences may have on its business, if there are such differences, its future results of operations and its financial condition could be materially adversely affected. Readers are cautioned not to place undue reliance on these 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 after NXP distributes this document, whether to reflect any future events or circumstances or otherwise. For a discussion of potential risks and uncertainties, please refer to the risk factors listed in NXP's SEC filings. Copies of NXP's SEC filings are available on NXP's Investor Relations website, www.nxp.com/investor or from the SEC website, www.sec.gov.
For further information, please contact:
The Dealer Managers
BofA Merrill Lynch
One Bryant Park
New York, New York 10036
Attn: Debt Advisory
Collect: +1 (646) 855-3401
Toll-free: +1 (888) 292-0070
Deutsche Bank Securities Inc.
60 Wall Street, 2nd Floor
New York, New York 10005
Attn: Liability Management Group
Collect: +1 (212) 250-7527
Toll-free: +1 (855) 287-1922
Goldman, Sachs & Co.
200 West Street
New York, NY 10282
Attn: Liability Management Group
Collect: +1 (800) 828-3182
Toll-free: +1 (212) 902-5183
The Tender Agent
Deutsche Bank Trust Company Americas
DB Services Americas, Inc.
5022 Gate Parkway, Suite 200
Jacksonville, FL 32256
United States of America
Attention: Reorganization Unit
Tel: +1-800-735-7777, Option 1
The Information Agent
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Tel: +1 (212) 269-5550
Toll-free: +1 (800) 207-3158