8-KSecurities & Listing

TEXAS INSTRUMENTS INC 8-K Report, Unregistered Securities Sale (Dec 22, 2011)

Filed December 22, 2011For Securities:TXN

Summary

Texas Instruments Incorporated (TXN) filed an 8-K on December 22, 2011, detailing a restructuring of its subsidiaries following the acquisition of National Semiconductor Corporation. The core of this filing involves the transfer of treasury shares to a wholly-owned subsidiary in exchange for promissory notes, totaling approximately $1.66 billion. This transaction, occurring between December 19-22, 2011, involved the transfer of 57,887,451 shares. These transferred shares remain in treasury and will not impact earnings per share calculations. The company also plans further transfers of treasury shares valued at approximately $225 million in the first quarter of 2012. While these shares represent voting stock, they will not be voted or counted for quorum purposes, aligning with Delaware law and company bylaws. These transactions were conducted under an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

Key Highlights

  • 1Texas Instruments transferred approximately $1.66 billion worth of its treasury shares to a wholly-owned subsidiary.
  • 2The transfer involved 57,887,451 shares of common stock, executed between December 19 and December 22, 2011.
  • 3The shares were transferred in exchange for promissory notes from the subsidiary.
  • 4These transactions are part of a broader subsidiary restructuring post-National Semiconductor acquisition.
  • 5The transferred treasury shares will not affect EPS calculations and remain in treasury.
  • 6An additional $225 million in treasury shares are planned for transfer in Q1 2012.
  • 7The transactions were exempt from registration under Section 4(2) of the Securities Act of 1933.

Frequently Asked Questions

Texas Instruments transferred treasury shares to a wholly-owned subsidiary as part of a corporate restructuring initiative following its acquisition of National Semiconductor Corporation. This move aims to streamline the company's organizational structure.

The transferred shares remain in the company's treasury and will continue to be reflected as such on the financial statements. Crucially, these shares will be excluded from earnings per share (EPS) calculations, meaning they will not dilute existing shareholders' EPS.

No, the shares transferred were already issued and held by Texas Instruments in its treasury. The transactions involved moving these existing treasury shares to a subsidiary and were conducted under an exemption from public registration requirements.

While the shares are voting stock, in accordance with Delaware law and Texas Instruments' By-Laws, they will not be voted on any matters brought before stockholders, nor will they be counted for quorum purposes. This means they have no direct impact on shareholder votes or meeting quorums.