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The Firm represented NXP B.V. and NXP Funding LLC in connection with a Rule 144A and Regulation S offering of $600 million of 4.125% senior notes due 2020 and $400 million of 4.625% senior notes due 2022. NXP intends to use the proceeds from the offering, together with cash on hand and/or other financing resources, to (i) finance the cash portion of the consideration payable pursuant to the terms of the merger agreement with Freescale Semiconductor Limited (“Freescale”) under which NXP will merge with Freescale (“Merger”), (ii) refinance certain of Freescale’s indebtedness that becomes due as a result of the Merger, and (iii) effect the repayment of any amounts drawn under Freescale’s revolving credit facility and/or NXP’s revolving credit facility. Alternatively, if the Merger does not close, NXP intends to use the proceeds from the offering to redeem certain of NXP’s existing indebtedness and for general corporate purposes.

NXP Semiconductors N.V. (NASDAQ: NXPI) is a global semiconductor company with operations in more than 25 countries. NXP provides high-performance mixed signal and standard product solutions that leverage its technology and manufacturing expertise in analog, power management, interface, security and digital processing products. NXP’s product solutions are used in a wide range of applications such as automotive, identification, wireless infrastructure, lighting, industrial, mobile, consumer and computing.

The Simpson Thacher team included Nick Shaw, Wim De Vlieger, Rohan Kaul and Thomas Kristiansen (Capital Markets); and Meredith B. Jones and George Davis (Tax).