NXP Announces a New Financing and the Expiration and Results of the
Tender Offer for Its 9 3/4% Senior Secured Notes Due 2018
EINDHOVEN, THE NETHERLANDS -- (Marketwire) -- 12/11/12 -- NOT FOR
DISTRIBUTION IN ITALY - NXP Semiconductors N.V. (NASDAQ: NXPI)
(together with its subsidiaries, "NXP") today announced that NXP B.V.
and NXP Funding LLC, as borrowers, entered into a new $500 million
senior secured term loan facility on December 10, 2012, with Deutsche
Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Goldman Sachs Bank USA, as arrangers (the "New Term
Loan"), and also announced the expiration and successful completion
of the previously announced tender offer (the "Tender Offer") by NXP
B.V. for up to $500 million in cash of its 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. By entering into the New Term Loan and completing the Tender
Offer, NXP will be able to lower its interest cost and to extend the
maturity profile of its debt.
New Term Loan. The proceeds under the New Term Loan will become
available for utilization, following the satisfaction of customary
conditions, on December 12, 2012. The proceeds under the New Term
Loan are to be drawn as additional loans under NXP's existing senior
secured term loan facility dated as of March 4, 2011, as amended from
time to time, and shall become due and payable on January 11, 2020.
Tender Offer Results. The table below sets forth the results of the
Tender Offer for the Notes, according to information provided by
Deutsche Bank Trust Company Americas (the "Tender Agent"), as of the
expiration time of 11:59 p.m., New York City time, on December 10,
2012. As the aggregate principal amount of the Notes tendered
exceeded the $500 million maximum tender amount, the amount of Notes
that will be accepted for purchase will be prorated pursuant to the
terms of the offer to purchase dated October 24, 2012 (the "Offer to
Purchase") and the related letter of transmittal (the "Letter of
Title of Approximate
Notes Outstanding Percentage Approximate
to be Principal Amount of Notes of Notes Proration
CUSIP/ISIN tendered Amount Tendered Tendered Factor
------------- -------- --------------- --------------- ---------- ----------
N65965 AN0/ Senior
USN65965AN07 Secured $922,470,000.00 $678,020,000.00 73.50% 74.3617%
62947Q AK4/ Notes
US62947QAK40 due 2018
Acceptance for payment. NXP has accepted for payment $500,000,000
aggregate principal amount of Notes that have been validly tendered
and not validly withdrawn and expects to make payment on such Notes
on December 12, 2012. Such payment will cover the tender offer
consideration, as well as any accrued and unpaid interest to, but not
including, December 12, 2012 and will be made using the proceeds from
the New Term Loan.
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 Letter of Transmittal, and the
information in this press release is qualified by reference thereto.
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 other statements
that 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. Readers are cautioned not to place
undue reliance on these forward-looking statements. 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 from the SEC website, www.sec.gov.
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.
For further information, please contact:
+1 408 518 5411
Lieke de Jong-Tops
+31(0)40 272 5202
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