NXP Semiconductors N.V. (together with its subsidiaries, “NXP”) announced the pricing of an offering by its subsidiaries NXP B.V., NXP Funding LLC and NXP USA, Inc. (together, the “Issuers”) of $500,000,000 aggregate principal amount of 4.300% senior unsecured notes due 2028 (the “2028 Notes”), $300,000,000 aggregate principal amount of 4.850% senior unsecured notes due 2032 (the “2032 Notes”) and $700,000,000 aggregate principal amount of 5.250% senior unsecured notes due 2035 (the “2035 Notes” and, collectively with the 2028 Notes and the 2032 Notes, the “Notes”).
The Notes will be fully and unconditionally guaranteed on a senior basis by NXP Semiconductors N.V. and will be structurally subordinated to the liabilities, including trade payables, of NXP’s other subsidiaries. In addition, the Notes will be effectively junior to all future secured debt of the Issuers and NXP Semiconductors N.V., to the extent of the value of the assets securing such debt. The issuance of the Notes is expected to close on or around August 19, 2025 subject to customary closing conditions.
NXP intends to use the net proceeds from the offering of the Notes to redeem the $500 million aggregate principal amount of outstanding dollar-denominated 5.350% senior unsecured notes due 2026 (the “5.350% 2026 Notes”) and the $750 million aggregate principal amount of outstanding dollar-denominated 3.875% senior unsecured notes due 2026 (the “3.875% 2026 Notes”), in accordance with the terms of the applicable indenture governing such notes, including all premiums, accrued interest and costs and expenses related to such redemptions. Pending such application, such proceeds and the excess net proceeds from the Notes will be temporarily held as cash and other short-term securities or used for general corporate purposes, which may include capital expenditures or short-term debt repayment.
Barclays Capital Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, PNC Capital Markets LLC and UBS Investment Bank are acting as joint book-running managers for the offering of the Notes.
This offering is only being made pursuant to an effective shelf registration statement (including a prospectus and preliminary prospectus supplement) filed by the Issuers and NXP with the Securities and Exchange Commission (the “SEC”). Before you invest, you should read the registration statement, prospectus, the related preliminary prospectus supplement and the other documents incorporated by reference that NXP has filed with the SEC for more complete information about NXP and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuers, NXP, any underwriter or any dealer participating in the offering will arrange to send you the documents if you request them by contacting Barclays Capital Inc. at 1-888-603-5847; Goldman Sachs & Co. LLC at 1-866-471-2526; J.P. Morgan Securities LLC at 1-212-834-4533; PNC Capital Markets LLC at 1-855-881-0697 or UBS Investment Bank at 1-833-481-0269.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the “EEA”). For these purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or exemption under the securities laws of any such jurisdiction. This press release shall not constitute a notice of redemption under the applicable indenture governing the 5.350% 2026 Notes or the 3.875% 2026 Notes or an obligation to issue a notice of redemption, or an offer to tender for, or purchase, any of the 5.350% 2026 Notes or the 3.875% 2026 Notes or any other security.
