UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
February 1, 2013
NXP Semiconductors N.V.
(Exact name of registrant as specified in charter)
The Netherlands
(Jurisdiction of incorporation or organization)
60 High Tech Campus, 5656 AG, Eindhoven, The Netherlands
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).
Yes ¨ No x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).
Yes ¨ No x
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
Name and address of person authorized to receive notices
and communications from the Securities and Exchange Commission
Dr. Jean A.W. Schreurs
60 High Tech Campus
5656 AG Eindhoven – The Netherlands
This report contains NXP Semiconductors N.V.’s press release dated February 1, 2013 entitled:
“NXP Announces Pricing of Senior Unsecured Notes Offering”.
| Exhibits |
||
| 1. | Press release dated February 1, 2013 entitled: “NXP Announces Pricing of Senior Unsecured Notes Offering”. | |
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, thereunto duly authorized at Eindhoven, on the 1st day of February 2013.
| NXP Semiconductors N.V. | ||||
| /s/ P. Kelly |
||||
| P. Kelly, CFO | ||||
Exhibit 1
NOT FOR DISTRIBUTION IN ITALY
NXP Announces Pricing of Senior Unsecured Notes Offering
Eindhoven, the Netherlands, February 1, 2013. NXP Semiconductors N.V. (NASDAQ: NXPI) (together with its subsidiaries, “NXP”) announced today the pricing of the offering by its subsidiaries NXP B.V. and NXP Funding LLC of USD 500 million aggregate principal amount of senior notes due 2021 (“Unsecured Notes”) pursuant to Rule 144A and Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Unsecured Notes will be structurally subordinated to the liabilities, including trade payables, of NXP’s subsidiaries that have not guaranteed the Unsecured Notes. In addition, the Unsecured Notes will be effectively subordinated to all secured debt of the issuers and the guarantors, to the extent of the value of the assets securing such debt. The sale of the Unsecured Notes is expected to close on or around February 14, 2013.
The Unsecured Notes will bear interest at 5.75% per annum and will mature on February 15, 2021. Interest on the Unsecured Notes will be payable semi-annually on February 15 and August 15 of each year, beginning on August 15, 2013.
NXP intends to use the net proceeds of the offering with cash on hand to repay amounts outstanding under its Term Loan A2 that it entered into on November 18, 2011, and thereby decrease the amount of variable rate debt in its capital structure.
This announcement is for informational purposes only. No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted. Neither this document nor the information contained herein constitutes an offer to sell or the solicitation of an offer to buy any securities. No offer or sale of the new notes shall be made in any jurisdiction where such an offer or sale would be unlawful. Any securities referred to herein have not been and will not be registered under the Securities Act, and may not be offered or sold without registration thereunder or pursuant to an available exemption therefrom.
This press release is not for distribution to any Italian person or any address in the Republic of Italy.
Forward-Looking Statements
This document includes forward-looking statements which include statements regarding NXP’s business strategy, financial condition, results of operations and market data, as well as other statements that are not historical facts. By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements. Except for any ongoing obligation to disclose material information as required by the United States federal securities laws, NXP does not have any intention or obligation to publicly update or revise any forward-looking statements after NXP distributes this document, whether to reflect any future events or circumstances or otherwise. For a discussion of potential risks and uncertainties, please refer to the risk factors listed in NXP’s SEC filings. Copies of NXP’s SEC filings are available from the SEC website, www.sec.gov.
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 information, 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
2