Freescale Semiconductor, Ltd. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-12-07: Form 8-K; Period of report 2015-12-07; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; Details 1.01.
- 2015-12-07: Form 8-K; Period of report 2015-12-07; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.02.
- 2015-10-22: Form 8-K; Period of report 2015-10-22; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2015-08-05: Form 8-K; Period of report 2015-07-30; Description 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 2.03.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-12-07 | 8-K | 2015-12-07 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 Subject to the agreed security principles, first ranking security will be granted over substantially all of the assets of Freescale and Freescale Semiconductor Holdings V, Inc. in favor of the secured parties under the Existing Term Loan Credit Agreement, the New RCF Agreement, the New Secured Term Credit Agreement and the Secured Bridge Term Credit Agreement. | d98515d8k.htm |
| 2015-12-07 | 8-K | 2015-12-07 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.02 Pursuant to the Merger Agreement, concurrently with the consummation of the Merger, the Company terminated, without payment and without any further right, obligation or liability thereunder (other than the exculpation and no recourse provisions therein), (i) the Shareholders’ Agreement, dated as of June 1, 2011, by and among Freescale Holdings L.P., the Company (f/k/a Freescale Semiconductor Holdings I, Ltd.), each of the Blackstone Investors (as defined therein), each of the Carlyle Investors (as defined therein), each of the Permira Investors (as defined therein) and each of the TPG Investors (as defined therein) (the “Shareholders’ Agreement”), (ii) the Amended and Restated Registration Rights Agreement, dated as of June 1, 2011, by and among Freescale Holdings L.P., the Company (f/k/a Freescale Semiconductor Holdings I, Ltd.) and Certain Freescale Holdings L.P. Investors (as defined therein) (the “Registration Rights Agreement”) and (iii) the Amended and Restated Investors Agreement, dated as of June 1, 2011, by and among Freescale Holdings L.P., the Company (f/k/a Freescale Semiconductor Holdings I, Ltd.), Freescale Semiconductor Holdings II, Ltd., Freescale Semiconductor Holdings III, Ltd., Freescale Semiconductor Holdings IV, Ltd., Freescale Semiconductor Holdings V, Inc., Freescale, Certain Freescale Holdings L.P. Investors (as defined therein) and certain Stockholders of the Company (as defined therein) (the “Investors Agreement”). 2.01 On December 7, 2015, NXP completed the acquisition of the Company. 3.01 In connection with the consummation of the Merger, the Company notified the New York Stock Exchange (the “NYSE”) on December 7, 2015 that, at the effective time of the Merger, each Common Share (other than the Excluded Shares) was cancelled and converted into the right to receive the Merger Consideration. 3.03 The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03. 5.01 The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01. 5.02 In connection with the consummation of the Merger and as contemplated by the Merger Agreement (and not because of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices), all of the directors of the Company resigned as directors of the Company at the effective time of the Merger. 5.03 At the effective time of the Merger, the memorandum of association of the Company, as in effect immediately prior to the Merger, was amended and restated to be in the form of the memorandum of association of Merger Sub, except that (i) the name of the Company as provided in such memorandum of association was amended to be “Freescale Semiconductor, Ltd.” and (ii) the authorized share capital of the Company as provided in such memorandum of association was amended to be the authorized share capital of the Company immediately prior to the effective time of the Merger (the “Amended and Restated Memorandum of Association”). | d101490d8k.htm |
| 2015-10-22 | 8-K | 2015-10-22 | 2.02 Results of Operations and Financial Condition | 2.02 --Results of Operations and Financial Condition. | a51207051.htm |
| 2015-08-05 | 8-K | 2015-07-30 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.03 On August 3, 2015, Freescale Semiconductor, Inc. ("Freescale"), a wholly-owned, indirect subsidiary of Freescale Semiconductor, Ltd. (the "Company"), received $200 million under a draw from its $400 million revolving credit facility under its Third Amended and Restated Credit Agreement (the "Credit Agreement"), dated as of March 1, 2013, to facilitate, along with cash on hand, the redemption on August 5, 2015, of all $302 million principal value of its outstanding 10.75% senior unsecured notes due 2020 (the "10.75% Notes") which was previously announced on July 6, 2015. 5.02 (b) On July 30, 2015, Thomas Deitrich, Senior Vice President and General Manager, Digital Networking for Freescale, gave notice that he has decided to resign effective as of the end of August to take a position at another company. | htm_52259.htm |
| 2015-07-23 | 8-K | 2015-07-23 | 2.02 Results of Operations and Financial Condition | 2.02 --Results of Operations and Financial Condition. | a51147698.htm |
| 2015-07-06 | 8-K | 2015-07-06 | 8.01 Other Events | 8.01 On July 6, 2015, Freescale Semiconductor, Inc. ("Freescale", a wholly owned indirect subsidiary of Freescale Semiconductor, Ltd.) initiated delivery to the holders of its 10.75% senior unsecured notes due 2020 (the "10.75% Notes") notice that it will redeem $302 million aggregate principal amount of the 10.75% Notes, which constitutes all of the outstanding 10.75% Notes. | htm_52091.htm |
| 2015-07-02 | 8-K | 2015-07-02 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On July 2, 2015, Freescale Semiconductor, Ltd. (the “Company”) held a Special General Meeting of Shareholders (“Special Meeting”). 8.01 On July 2, 2015, NXP and the Company issued a joint press release announcing the results of the Special Meeting, as well as the results of NXP’s Extraordinary General Meeting of shareholders held on July 2, 2015. | d52907d8k.htm |
| 2015-06-22 | 8-K | 2015-06-22 | 8.01 Other Events | 8.01 NXP Semiconductors N.V. (“NXP”) and Freescale Semiconductor, Ltd. (the “Company”) intend to file a joint voluntary notice with the Committee on Foreign Investment in the United States (“CFIUS”) in connection with the acquisition of the Company by NXP pursuant to the Agreement and Plan of Merger, dated March 1, 2015, by and among NXP, the Company and Nimble Acquisition Limited, a wholly-owned, indirect subsidiary of NXP (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company (the “Freescale Merger”), with the Company surviving the merger as a wholly-owned indirect subsidiary of NXP. | d947250d8k.htm |
| 2015-05-11 | 8-K | 2015-05-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 (e) At the Annual General Meeting of Freescale Semiconductor, Ltd. (the “Company”) Shareholders held on May 6, 2015 (the “Annual Meeting”), shareholders approved the Amended and Restated Freescale Semiconductor, Inc. 2011 Incentive Plan (the “Amended and Restated Plan”). 5.07 All of the Company’s proposals were approved by shareholders at the Annual Meeting. | d923287d8k.htm |
| 2015-04-23 | 8-K | 2015-04-23 | 2.02 Results of Operations and Financial Condition | 2.02 --Results of Operations and Financial Condition. | a51086328.htm |
| 2015-04-06 | 8-K | 2015-04-06 | 8.01 Other Events | 8.01 On April 6, 2015, Freescale Semiconductor, Inc. ("Freescale", a wholly owned indirect subsidiary of Freescale Semiconductor, Ltd.) initiated delivery to the holders of its 10.75% senior unsecured notes due 2020 (the "10.75% Notes") notice that it will redeem $100 million aggregate principal amount of the 10.75% Notes. | htm_51572.htm |
| 2015-04-03 | 8-K | 2015-04-02 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 On April 2, 2015 (the “Effective Date”), Freescale Semiconductor, Inc. (“Freescale”), a wholly owned indirect subsidiary of Freescale Semiconductor, Ltd. (the “Company”), entered into (i) a Supplemental Indenture, by and among Freescale, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (the “2021 Trustee”), to the Indenture, dated as of May 31, 2013 (the “2021 Indenture”), by and among Freescale, the guarantors named therein and the 2021 Trustee, governing Freescale’s 5.000% Senior Secured Notes due 2021 (the “2021 Notes”), and (ii) a Supplemental Indenture, by and among Freescale, the guarantors named therein and Wells Fargo Bank, National Association, as trustee (together with the 2021 Trustee, the “Trustees”), to the Indenture, dated as of November 1, 2013 (together with the 2021 Indenture, the “Indentures”), by and among Freescale, the guarantors named therein and the 2022 Trustee, governing Freescale’s 6.000% Senior Secured Notes due 2022 (together with the 2021 Notes, the “Notes”). 8.01 On April 2, 2015, the Company issued a press release announcing receipt of the required consents in connection with Freescale’s previously announced consent solicitations, expiration of the consent solicitations and execution of the Supplemental Indentures. | d901068d8k.htm |
| 2015-03-23 | 8-K | 2015-03-23 | 8.01 Other Events | 8.01 On March 23, 2015, Freescale Semiconductor, Ltd. issued a press release announcing that Freescale Semiconductor, Inc. (“Freescale”), its wholly owned indirect subsidiary, launched consent solicitations to amend the indentures governing its 5.000% Senior Secured Notes due 2021 and 6.000% Senior Secured Notes due 2022. | a51063667.htm |
| 2015-03-03 | 8-K | 2015-03-02 | 8.01 Other Events | 8.01 On March 1, 2015, Freescale Semiconductor, Ltd., a Bermuda exempted limited liability company (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, NXP Semiconductors N.V., a Dutch public limited liability company (“Parent”), and Nimble Acquisition Limited, a Bermuda exempted limited liability company and a wholly-owned subsidiary of Parent (“Sub”), providing for the merger of Sub with and into the Company (the “Merger”), with the Company surviving the Merger as an wholly-owned subsidiary of Parent. | d884439d8k.htm |
| 2015-03-02 | 8-K | 2015-03-01 | 1.01 Entry into a Material Definitive Agreement | 1.01 On March 1, 2015, Freescale Semiconductor, Ltd., a Bermuda exempted limited liability company (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, NXP Semiconductors N.V., a Dutch public limited liability company (“Parent”), and Nimble Acquisition Limited, a Bermuda exempted limited liability company and a wholly-owned, indirect subsidiary of Parent (“Sub”), providing for the merger of Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned, indirect subsidiary of Parent. | d883425d8k.htm |
| 2015-03-02 | 8-K | 2015-03-02 | 8.01 Other Events | 8.01 On March 1, 2015, Freescale Semiconductor, Ltd., a Bermuda exempted limited liability company (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, NXP Semiconductors N.V., a Dutch public limited liability company (“Parent”), and Nimble Acquisition Limited, a Bermuda exempted limited liability company and a wholly-owned subsidiary of Parent (“Sub”), providing for the merger of Sub with and into the Company (the “Merger”), with the Company surviving the Merger as an wholly-owned subsidiary of Parent. | d884567d8k.htm |
| 2015-03-02 | 8-K | 2015-03-01 | 8.01 Other Events | 8.01 On March 1, 2015, Freescale Semiconductor, Ltd., a Bermuda exempted limited liability company (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, NXP Semiconductors N.V., a Dutch public limited liability company (“Parent”), and Nimble Acquisition Limited, a Bermuda exempted limited liability company and a wholly-owned subsidiary of Parent (“Sub”), providing for the merger of Sub with and into the Company (the “Merger”), with the Company surviving the Merger as an wholly-owned subsidiary of Parent. | d883167d8k.htm |
| 2015-03-02 | 8-K | 2015-03-01 | 8.01 Other Events | 8.01 On March 1, 2015, Freescale Semiconductor, Ltd., a Bermuda exempted limited liability company (the “Company”) and NXP Semiconductors N.V., a Dutch public limited liability company (“Parent”) issued a joint press release regarding their entry into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Parent and Nimble Acquisition Limited, a Bermuda exempted limited liability company and a wholly-owned subsidiary of Parent (“Sub”), providing for the merger of Sub with and into the Company (the “Merger”), with the Company surviving the Merger as an wholly-owned subsidiary of Parent. | d884465d8k.htm |
| 2015-01-27 | 8-K | 2015-01-27 | 2.02 Results of Operations and Financial Condition | 2.02 —Results of Operations and Financial Condition. | a51026902.htm |
| 2015-01-08 | 8-K | 2015-01-08 | 8.01 Other Events | 8.01 On January 8, 2015, Freescale Semiconductor, Inc. ("Freescale", a wholly owned indirect subsidiary of Freescale Semiconductor, Ltd.) initiated delivery (i) to the holders of its 8.05% senior unsecured notes due 2020 (the "8.05% Notes") notice that it will redeem $179.5 million aggregate principal amount of the 8.05% Notes, which represents all outstanding 8.05% Notes and (ii) to the holders of its 10.75% senior unsecured notes due 2020 (the "10.75% Notes") notice that it will redeem $70.5 million aggregate principal amount of the 10.75% Notes. | htm_51096.htm |