NXP Semiconductors N.V. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
PURSUANT TO RULE 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement |
On August 19, 2025, NXP B.V., NXP Funding LLC, NXP USA, Inc. (the “Issuers”) and NXP Semiconductors N.V. (the “Company”) completed an underwritten public offering of $500,000,000 aggregate principal amount of 4.300% Senior Notes due 2028 (the “2028 Notes”), $300,000,000 aggregate principal amount of 4.850% Senior Notes due 2032 (the “2032 Notes”) and $700,000,000 aggregate principal amount of 5.250% Senior Notes due 2035 (the “2035 Notes” and, collectively with the 2028 Notes and the 2032 Notes, the “Notes”). The Notes were offered and sold pursuant to the Issuers’ and the Company’s automatic shelf registration statement on Form S-3ASR (Registration No. 333-289512), which was filed with the Securities and Exchange Commission (the “SEC”) and became effective on August 12, 2025.
The Company and the Issuers intend 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 and the $750 million aggregate principal amount of outstanding dollar-denominated 3.875% senior unsecured notes due 2026, 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.
The Notes were issued pursuant to an indenture, dated as of May 16, 2022 (the “Base Indenture”), among the Issuers, the Company, as guarantor, and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as supplemented by the second supplemental indenture, dated as of August 19, 2025, among the Issuers, the Company, as guarantor, and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Interest is payable on the 2028 Notes semi-annually in arrears at an annual rate of 4.300% on February 19 and August 19 of each year, beginning on February 19, 2026. The 2028 Notes will mature on August 19, 2028. Interest is payable on the 2032 Notes semi-annually in arrears at an annual rate of 4.850% on February 19 and August 19 of each year, beginning on February 19, 2026. The 2032 Notes will mature on August 19, 2032. Interest is payable on the 2035 Notes semi-annually in arrears at an annual rate of 5.250% on February 19 and August 19 of each year, beginning on February 19, 2026. The 2035 Notes will mature on August 19, 2035.
At any time prior to (i) July 19, 2028 (the date one month prior to the maturity date of the 2028 Notes) for the 2028 Notes, (ii) June 19, 2032 (the date two months prior to the maturity date of the 2032 Notes) for the 2032 Notes and (iii) May 19, 2035 (the date three months prior to the maturity date of the 2035 Notes) for the 2035 Notes (collectively, the “Par Call Dates”), the Issuers may redeem the applicable series of Notes, in whole or in part, at a price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest to the applicable Par Call Date discounted to the applicable date of redemption (assuming the Notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 10 basis points in case of the 2028 Notes, 15 basis points in case of the 2032 Notes and 15 basis points in case of the 2035 Notes, plus, in each case, any accrued and unpaid interest thereon. The Issuers may redeem a series of Notes, in whole or in part, at any time and from time to time, on or after the applicable Par Call Date for such series of Notes at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
If the Issuers experience specific kinds of changes of control, they will be required to offer to purchase each series of the Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest.
The Notes will be senior unsecured obligations of the Issuers and will be guaranteed by the Company on a senior unsecured basis (the “Guarantee”). The Notes and the Guarantee will rank equal in right of payment with all of the Issuers’ and Company’s existing and future senior unsecured indebtedness, but will be effectively junior to all of the Issuers’ and the Company’s future secured indebtedness to the extent of the value of the assets securing such indebtedness and effectively junior in certain circumstances to indebtedness incurred under NXP B.V. and NXP Funding LLC’s Revolving Credit Facility with respect to certain assets of NXP B.V. and its subsidiaries in the event that such assets may secure such indebtedness in the future. The Notes and the Guarantee will rank senior in right of payment to the Issuers’ and the Company’s existing and future subordinated indebtedness and will be structurally subordinated to all of the liabilities, including trade payables, of their subsidiaries.
The Indenture provides for customary events of default, including failure to make required payments; failure to comply with certain agreements or covenants; failure to pay, or acceleration of, certain other material indebtedness; certain events of bankruptcy and insolvency; and failure to pay certain judgments. An event of default under the Indenture will allow either the Trustee or the holders of at least 30% in principal amount of the then outstanding Notes to accelerate the amounts due under the Notes.
The foregoing description of the Indenture does not purport to be a complete summary of the parties’ rights and obligations under the Indenture and is qualified in its entirety by reference to the full text of the Indenture. The Indenture and the forms of global notes for the offering are filed as exhibits to this Form 8-K and are incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits |
The following exhibits are attached with this current report on Form 8-K:
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NXP Semiconductors N.V. | ||
| By: | /s/ Timonthy Shelhamer | |
| Name: | Timothy Shelhamer | |
| Title: | Senior Vice President and Chief Corporate Counsel | |
Date: August 19, 2025