8-KMaterial AgreementsFinancial EventsExhibits & Filings

NXP Semiconductors N.V. 8-K Report, Material Agreement (May 11, 2021)

Filed May 11, 2021For Securities:NXPI

Summary

NXP Semiconductors N.V. (NXPI) has announced the completion of a private placement of $2 billion in senior notes, divided equally between $1 billion of 2.500% Senior Notes due 2031 and $1 billion of 3.250% Senior Notes due 2041. The proceeds from this offering are intended for general corporate purposes, with a specific allocation of the 2031 Notes' proceeds earmarked for financing eligible green projects. Pending such allocation, all net proceeds will be held as cash, short-term securities, or used for various corporate needs including capital expenditures, debt repayment, or share buybacks. These notes are senior unsecured obligations, guaranteed by the parent company on a senior unsecured basis. Investors should note that while they rank equally with existing senior unsecured debt, they are effectively junior to any future secured indebtedness and structurally subordinated to liabilities of NXP's subsidiaries. The filing also details customary events of default and a registration rights agreement that may require additional interest payments if certain registration obligations are not met.

Key Highlights

  • 1Completed a $2 billion private placement of senior notes: $1 billion due 2031 at 2.500% and $1 billion due 2041 at 3.250%.
  • 2Proceeds from the 2031 Notes are designated for eligible green projects, demonstrating a commitment to sustainability.
  • 3Net proceeds from both note issuances will be used for general corporate purposes, including potential capital expenditures, debt reduction, or share buybacks.
  • 4The notes are senior unsecured and guaranteed by NXP Semiconductors N.V., ranking equally with existing senior unsecured debt.
  • 5Effectively junior to future secured debt and structurally subordinated to subsidiary liabilities.
  • 6Includes a registration rights agreement, with potential for additional interest payments if NXP fails to meet its obligations.
  • 7Customary covenants and events of default are outlined in the indenture agreement.

Frequently Asked Questions

NXP Semiconductors raised a total of $2 billion through the issuance of senior notes.

The net proceeds from the 2031 Notes are intended to finance eligible green projects. Pending allocation to green projects, all net proceeds from both the 2031 and 2041 Notes will be used for general corporate purposes, which may include capital expenditures, short-term debt repayment, or equity buyback transactions.

The notes are senior unsecured obligations, guaranteed by NXP Semiconductors N.V. on a senior unsecured basis. They rank equally with the company's existing and future senior unsecured indebtedness. However, they are effectively junior to any future secured indebtedness and structurally subordinated to the liabilities of NXP's subsidiaries.

There are two series of notes: $1 billion of 2.500% Senior Notes due May 11, 2031, and $1 billion of 3.250% Senior Notes due May 11, 2041. Interest is payable semi-annually.