News

NXP Announces Early Tender Results of the Tender Offer for 9¾% Senior Secured Notes due 2018

November 14, 2012

Eindhoven, Netherlands, November 14, 2012 -- NOT FOR DISTRIBUTION IN ITALY -- NXP Semiconductors N.V. (NASDAQ: NXPI) (together with its subsidiaries, "NXP") today announced the early tender results of the previously announced tender offer (the "Tender Offer") by NXP B.V. for up to $500 million in cash of outstanding U.S. dollar-denominated 9¾% Senior Secured Notes due 2018 (the "Notes"), jointly and severally issued by NXP B.V. and NXP Funding LLC. The purpose of the Tender Offer is to allow NXP to lower its interest cost and to extend the maturity profile of its debt. NXP expects to use funds raised in the debt securities or term loan markets to fund the purchase of the Notes in the Tender Offer.

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 early tender deadline of 5:00 p.m., New York City time, on November 9, 2012. As the aggregate principal amount of the Notes tendered exceeds the $500 million maximum tender amount, the amount of Notes, if any, 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 Transmittal”).

CUSIP/ISIN
_________________
Title of Notes
to be tendered
_________________
Outstanding
Principal Amount
_________________
Amount of Notes
Tendered
_________________
Approximate
Percentage of Notes
Tendered
_________________
         
N65965 AN0/
USN65965AN07


62947Q AK4/
US62947QAK40
9¾% Senior Secured
Notes due 2018
$922,470,000.00 $678,020,000.00 73.50%

Expiration Deadline. The Tender Offer expires at 11:59 p.m., New York City time, on November 26, 2012.  The early tender deadline, which was also the withdrawal deadline, has passed. As a result, validly tendered Notes may no longer be withdrawn or revoked. Holders who validly tender additional Notes prior to the expiration time will receive $1,142.50 per $1,000 principal amount of such Notes tendered and accepted for purchase, plus accrued and unpaid interest, and will be subject to proration.

Terms and Conditions. The Tender Offer is subject to the satisfaction or waiver of certain terms and conditions, including the Financing Condition. The terms and conditions of the Tender Offer, including the Financing Condition and the proration described above, can be found in the Offer to Purchase and the related Letter of Transmittal.

Additional Information. Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and Goldman, Sachs & Co. are serving together as the dealer managers in connection with the Tender Offer (the “Dealer Managers”). D.F. King & Co., Inc. is serving as information agent for the Tender Offer (the “Information Agent”). Deutsche Bank Trust Company Americas is serving as the Tender Agent. Any questions or requests for assistance or additional copies of the Offer to Purchase and the Letter of Transmittal may be directed to the Dealer Managers, the Information Agent or the Tender Agent. You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer. Any required documents should be sent or delivered by each holder or its broker, dealer, commercial bank, trust company or other nominee to the Tender Agent at the addresses set forth on the back cover of the Offer to Purchase. None of NXP, NXP B.V., the Dealer Managers, the Information Agent, the Tender Agent, the trustee for the Notes or any of their affiliates are making any recommendations to holders of Notes as to whether to tender or refrain from tendering their Notes in the Tender Offer. Holders of Notes must decide how many Notes they will tender, if any.

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.

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. NXP is a global semiconductor company with operations in more than 25 countries.

For further press information, please contact:


The Dealer Managers

BofA Merrill Lynch
One Bryant Park
New York, New York 10036
Attn: Debt Advisory
Collect: +1 (646) 855-3401
Toll-free: +1 (888) 292-0070

Deutsche Bank Securities Inc.
60 Wall Street, 2nd Floor
New York, New York 10005
Attn: Liability Management Group
Collect: +1 (212) 250-7527
Toll-free: +1 (855) 287-1922

Goldman, Sachs & Co.
200 West Street
New York, NY 10282
Attn: Liability Management Group
Collect: +1 (800) 828-3182
Toll-free: +1 (212) 902-5183

The Tender Agent

Deutsche Bank Trust Company Americas
DB Services Americas, Inc.
MS JCK01-D218
5022 Gate Parkway, Suite 200
Jacksonville, FL 32256
United States of America
Attention: Reorganization Unit
Tel: +1-800-735-7777, Option 1
Email: db.reorg@db.com

The Information Agent

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Tel: +1 (212) 269-5550
Toll-free: +1 (800) 207-3158
E-mail: NXP@dfking.com

For questions to NXP, please contact:


Investors
Jeff Palmer
jeff.palmer@nxp.com
+1 408 518 5411

Media
Lieke de Jong-Tops
lieke.de.jong-tops@nxp.com
+31(0)40 272 5202

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