NXP begins $300 million tender offer for five series of notes

By Angela McDaniels

Tacoma, Wash., June 4 - NXP Semiconductors has begun a tender offer to purchase a portion of its $1,006,000,000 of 9½% senior notes due 2015, €458 million of 8 5/8% senior notes due 2015, $1,381,000,000 of floating-rate senior secured notes due 2013, €936 million of floating-rate senior secured notes due 2013 and $1,003,000,000 7 7/8% senior secured notes due 2014.

NXP will spend up to $300 million on the offer, excluding interest, according to a company news release.

The acceptance priority level is 1 for the 9½% notes and 8 5/8% notes, 2 for the floating-rate notes and 3 for the 7 7/8% notes.

NXP will first accept tenders for first-priority notes up to the maximum payment amount. To the extent that the cap has not been reached, it will then accept second-priority notes up to the lesser of the remaining maximum payment amount and $150 million. Third-priority notes will then be accepted if any amount remains.

Notes will be prorated if the offer is oversubscribed.

The purchase price for the first-priority notes will be determined through a modified Dutch auction. For each $1,000 or €1,000 principal amount of notes tendered, holders should specify a price of $305 to $350 or €305 to €350.

For second-priority notes, the purchase price is $400 or €400 for each $1,000 or €1,000 principal amount of notes.

For the third-priority notes, the purchase price is $450 for each $1,000 principal amount of notes.

In each case, the purchase price includes an early tender premium of $25 or €25 for each $1,000 or €1,000 principal amount of notes tendered by the early tender date, which is midnight ET on June 17.

Holders will also receive accrued interest up to but excluding the payment date.

The offer will expire at midnight ET on July 1.

The funds needed for the offer are expected to be paid with available cash, which may include drawings under NXP's senior secured revolving credit facility.

NXP said the offer is being undertaken to reduce its overall debt and related interest expense.

J.P Morgan Securities Inc. and J.P. Morgan Securities Ltd. are the dealer managers for the dollar- and euro-denominated notes, respectively.

Deutsche Bank Trust Co. Americas and Deutsche Bank AG, London Branch are the tender agents for the dollar- and euro-denominated notes, respectively.

NXP makes semiconductors and is based in Eindhoven, the Netherlands.

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