8-KOther EventsExhibits & Filings

TEXAS INSTRUMENTS INC 8-K Report, Corporate Update (Jun 8, 2018)

Filed June 8, 2018For Securities:TXN

Summary

Texas Instruments Incorporated (TXN) filed an 8-K on June 7, 2018, reporting the completion of its issuance and sale of $200 million in aggregate principal amount of 4.150% Notes due 2048. This issuance is a further offering of the same series as the $1.3 billion in notes previously issued on May 7, 2018, effectively increasing the total outstanding aggregate principal amount of this note series to $1.5 billion. The offering was conducted under the company's existing shelf registration statement and involved a syndicate of underwriters led by Citigroup Global Markets Inc., Mizuho Securities USA LLC, and Morgan Stanley & Co. LLC.

Key Highlights

  • 1Consummation of issuance and sale of $200,000,000 of 4.150% Notes due 2048.
  • 2This issuance is a "further issuance" and forms a single series with previously issued notes.
  • 3The total aggregate principal amount of this 4.150% Notes due 2048 series now stands at $1.5 billion ($1.3 billion + $0.2 billion).
  • 4The offering was made pursuant to Texas Instruments' Form S-3 Registration Statement filed on February 24, 2016.
  • 5Underwriting syndicate included Citigroup Global Markets Inc., Mizuho Securities USA LLC, and Morgan Stanley & Co. LLC.
  • 6The notes are governed by an Indenture dated May 23, 2011, and an Officers' Certificate.
  • 7This filing is primarily informational, detailing the completion of the debt offering.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report the consummation of Texas Instruments' issuance and sale of an additional $200 million in 4.150% Notes due 2048. It provides details about the transaction, including the underwriters and the legal framework under which the notes were issued.

This $200 million issuance increases the total aggregate principal amount of the specific 4.150% Notes due 2048 series from $1.3 billion to $1.5 billion. It represents a modest increase in the company's overall debt capital structure, adding to its existing obligations.

This means that the new $200 million notes have the same terms and conditions, including the interest rate (4.150%) and maturity date (2048), as the previously issued $1.3 billion notes. They are treated as fungible debt, meaning they are identical from an investor's perspective and will be managed under the same indenture and trustee.

No, this is not a new type of offering. The filing indicates that these notes are a further issuance of an existing series of notes and were offered under the company's existing shelf registration statement, suggesting this is part of an ongoing debt financing program.