Summary
NXP Semiconductors N.V. (NXPI) announced the closing of its previously announced merger with Freescale Semiconductor, Ltd. on December 7, 2015. This significant transaction, initially agreed upon on March 1, 2015, resulted in Freescale becoming an indirect, wholly-owned subsidiary of NXP. The merger involved a mix of cash and stock consideration for Freescale shareholders. Each Freescale common share was converted into $6.25 in cash and 0.3521 ordinary shares of NXP. This filing also details the new financing arrangements NXP has put in place to support the merger, including a $2.7 billion secured term credit facility, a $600 million revolving credit facility, and a $1 billion secured bridge term credit facility. Additionally, NXP has entered into amended and restated indentures for Freescale's existing senior secured notes, with NXP entities now acting as guarantors.
Key Highlights
- 1NXP Semiconductors N.V. completed its merger with Freescale Semiconductor, Ltd. on December 7, 2015.
- 2Freescale Semiconductor, Ltd. is now an indirect, wholly-owned subsidiary of NXP.
- 3Freescale shareholders received $6.25 in cash and 0.3521 NXP ordinary shares per Freescale common share.
- 4NXP has secured a US$2.7 billion secured term credit facility.
- 5A US$600 million revolving credit facility has been established.
- 6A US$1 billion secured bridge term credit facility is in place.
- 7NXP entities have become guarantors for Freescale's 5.00% Senior Secured Notes due 2021 and 6.00% Senior Secured Notes due 2022.