Freescale Semiconductor, Ltd. (NYSE: FSL) ("Freescale") announced today
that Freescale Semiconductor, Inc., its wholly owned indirect subsidiary
(the "Issuer"), will solicit consents from noteholders of the Issuer’s
dollar denominated 5.000% senior secured notes due 2021 (the “2021
Notes”) (Regulation S Notes: CUSIP U31395AM5 and ISIN USU31395AM54/ Rule
144A Notes: CUSIP 35687MAY3 ISIN US35687MAY30) and the Issuer’s dollar
denominated 6.000% senior secured notes due 2022 (the “2022 Notes”)
(Regulation S Notes: CUSIP U31395AN3 ISIN USU31395AN38/ Rule 144A Notes:
CUSIP 35687MAZ0 ISIN US35687MAZ05) (the 2021 Notes and the 2022 Notes
together, the “Notes”) to approve amendments (the “Proposed Amendments”)
to, and to waive (the “Proposed Waivers”) certain provisions of, the
indentures governing the Notes.
The Issuer is undertaking the consent solicitations at the request and
expense of NXP Semiconductors N.V. (NASDAQ: NXPI), (“NXP”) pursuant to
the agreement and plan of merger by and among NXP, Nimble Acquisition
Limited ("Sub"), and Freescale, pursuant to which Sub will merge with
and into Freescale (the "Merger"), with Freescale surviving the Merger
as a wholly owned subsidiary of NXP. The solicitations of consents are
not a condition to the consummation of the Merger. If the required
consents are not received by the consummation of the Merger, NXP and
Freescale will implement the Merger using a different structure.
The adoption of the Proposed Amendments and the Proposed Waivers, with
respect to each of the 2021 Notes and the 2022 Notes, requires the
consents of the noteholders of at least two-thirds in principal amount
of the then outstanding Notes of each series (voting separately). The
solicitations of consents for the Proposed Waivers and Proposed
Amendments with respect to each of the 2021 Notes and the 2022 Notes are
independent of each other.
The Proposed Waivers will be effective and operative with respect to
each of the 2021 Notes and the 2022 Notes once two-thirds of the
noteholders of each series (voting separately) have submitted their
consents with respect to the 2021 Notes and the 2022 Notes,
respectively, and not validly withdrawn them prior to the Revocation
Deadline (as such term is defined in the Consent Solicitation Statements
(as defined below)). The Proposed Waivers would, among other things,
waive the noteholders’ right to require the Issuer to repurchase such
noteholder’s Notes as a result of the change of control resulting from
the Merger.
The Proposed Amendments will be effective with respect to each of the
2021 Notes and the 2022 Notes once two-thirds of the noteholders of each
series (voting separately) have submitted their consents with respect to
the 2021 Notes and the 2022 Notes, respectively, and not validly
withdrawn them prior to the Revocation Deadline, but will be operative
only upon the successful conclusion of the Merger. The Proposed
Amendments would (i) align the restricted group subject to the covenants
in the indentures governing the Notes with the restricted group subject
to the covenants in the indentures governing the existing NXP notes, and
(ii) align certain other provisions of the indentures governing the
Notes with the terms of the indentures governing the existing NXP notes,
as described in the consent solicitation statements dated March 23, 2015
(the “Consent Solicitation Statements”). The effect of the Proposed
Amendments, together with the guarantee to be provided by NXP if the
Merger is consummated, would include Freescale becoming significantly
less leveraged following the Merger than it currently is on a standalone
basis and the Notes receiving the benefit of existing NXP collateral.
Upon the terms and subject to the conditions set forth in the Consent
Solicitation Statements, NXP will make a cash payment of $5.00 per
$1,000 in aggregate principal amount of dollar denominated Notes held by
each noteholder who has validly delivered, and not validly revoked, a
duly executed consent prior to 5:00 p.m., New York Time, on April 2,
2015 (as may be extended or earlier terminated, as described in the
Consent Solicitation Statements). The cash payment will be made by NXP
shortly prior to the consummation of the Merger. If the cash payment is
not made by the time of consummation of the Merger, the Supplemental
Indentures will terminate upon written notice to the applicable trustee
for the Notes by any noteholder entitled to receive such cash payment.
If the Proposed Waivers and Proposed Amendments are approved by the
noteholders representing two-thirds in principal amount of the 2021
Notes and the 2022 Notes, respectively, and a supplemental indenture is
validly entered into with respect to the 2021 Notes and the 2022 Notes,
respectively, such supplemental indenture would bind all noteholders of
the respective Notes, including those that did not give their consent,
but non-consenting noteholders would not receive the cash payment. Each
Consent Solicitation is subject to the satisfaction of certain customary
conditions.
This press release does not constitute a solicitation of consents. The
consent solicitations are being made solely on the terms and subject to
the conditions set forth in the Consent Solicitation Statements. The
solicitations will expire at 5:00 p.m., New York Time, on April 2, 2015.
The Issuer may, in its sole discretion, terminate, extend or amend any
consent solicitation at any time, as described in the Consent
Solicitation Statements.
Copies of the Consent Solicitation Statements and other related
documents may be obtained from D.F. King & Co., Inc. at +1 (212)
269-5550, +1 (800) 499-8519 or fsl@dfking.com.
Noteholders are urged to review the Consent Solicitation Statements for
the detailed terms of the consent solicitation and the procedures for
consenting to the Proposed Amendments and the Proposed Waivers. Any
persons with questions regarding the consent solicitations should
contact the Lead Solicitation Agent, Credit Suisse Securities (USA) LLC,
at +1 (800) 820-1653 (U.S. toll free) or +1 (212) 325-2476 (U.S.
Collect).
This announcement is for informational purposes only and is neither an
offer to sell nor a solicitation of an offer to buy any security. No
recommendation is being made as to whether noteholders should consent to
the Proposed Amendments or the Proposed Waivers. The solicitation of
consents is not being made in any jurisdiction in which, or to or from
any person to or from whom, it is unlawful to make such solicitation
under applicable state or foreign securities or “blue sky” laws.
EACH NOTEHOLDER THAT DELIVERS A CONSENT PURSUANT TO THE CONSENT
SOLICITATIONS WILL BE REQUESTED TO REPRESENT AND WARRANT THAT (I) IT IS
EITHER (A) NOT A U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) NOR
ACTING FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON, AND IS NOT A PERSON
RESIDENT OR LOCATED IN THE UNITED STATES, OR (B) A “QUALIFIED
INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT) AND (II) IT IS A PERSON THAT QUALIFIES UNDER ARTICLE
3(2) OF THE DIRECTIVE 2003/71/EC.
If you are unable to give any of the representations and warranties
described above, please contact the Lead Solicitation Agent.
Cautionary Note Regarding Forward-Looking
Statements
This press release includes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements relate to information concerning the effect of the Proposed
Waivers and Proposed Amendments, and the Merger on the Notes or on
Freescale or NXP after the Merger and other statements that are not
historical fact. Although we believe the assumptions upon which these
forward-looking statements are based are reasonable, any of these
assumptions could prove to be inaccurate and the forward-looking
statements based on these assumptions could be incorrect. Actual results
and trends in the future may differ materially from those suggested or
implied by the forward-looking statements depending on a variety of
factors. Some of these factors include market conditions, customary
closing conditions and such other risk factors as may be discussed in
Freescale Semiconductor, Ltd.’s filings with the Securities and Exchange
Commission. We undertake no obligation to update any information
contained in this press release.
About Freescale Semiconductor
Freescale Semiconductor (NYSE:FSL) enables secure, embedded processing
solutions for the Internet of Tomorrow. Freescale’s solutions drive a
more innovative and connected world, simplifying our lives and making us
safer. While serving the world’s largest companies, Freescale is also
committed to supporting science, technology, engineering and math (STEM)
education, enabling the next generation of innovators. www.freescale.com
Freescale and the Freescale logo are trademarks of Freescale
Semiconductor, Inc., Reg. U.S. Pat. & Tm Off. All other product or
service names are the property of their respective owners. © 2015
Freescale Semiconductor, Inc.
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