NXP Announces Offer to Purchase Notes for up to $500 Million in

NXP Announces Offer to Purchase Notes for up to $500 Million in Cash 
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tendered (and not validly withdrawn) and accepted, upon the terms and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. 
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 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.  
MS JCK01-D218 
 5022 Gate Parkway, Suite 200 
 Jacksonville, FL 32256 
United States of America 
 Attention: Reorganization Unit 
 Tel:
+1-800-735-7777, Option 1 
 Email: db.reorg@db.com 
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
 E-mail:
NXP@dfking.com  
For questions to NXP, please contact: 
Investors
Jeff Palmer
jeff.palmer@nxp.com
+1 408 518 5411 
Media
Lieke de Jong-Tops
lieke.de.jong-tops@nxp.com
+31(0)40 272 5202 
 
 
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