UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
| NXP Semiconductors N.V. |
(Name of Issuer)
| COMMON STOCK NOMINAL VALUE €.20 PER SHARE |
(Title of Class of Securities)
| N6596X109 |
(CUSIP Number)
| December 31, 2012 |
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d–1(b)
¨ Rule 13d–1(c)
x Rule 13d–1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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|
CUSIP No. N6596X109
| ||||||
| 1 | Names of Reporting Person:
Silver Lake (Offshore) AIV GP II, Ltd. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
12,879,469 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
12,879,469 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
12,879,469 | |||||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions) ¨
| |||||
| 11 |
Percent of Class Represented by Amount in Row (9)
5.12%* | |||||
| 12 |
Type of Reporting Person (See Instructions)
OO | |||||
| * | Based on 251,751,500 shares of the Issuer’s common stock outstanding as of December 31, 2012 (as reported in the Issuer’s final prospectus supplement (File No. 333-176435) filed on February 6, 2013) and based on outstanding share count and ownership amounts as of the date hereof. As of December 31, 2012, the ownership percentage was 6.36%. See Item 4. |
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|
CUSIP No. N6596X109
| ||||||
| 1 | Names of Reporting Person:
Silver Lake Technology Associates II Cayman, L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
12,879,469 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
12,879,469 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
12,879,469 | |||||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions) ¨
| |||||
| 11 |
Percent of Class Represented by Amount in Row (9)
5.12%* | |||||
| 12 |
Type of Reporting Person (See Instructions)
PN | |||||
| * | Based on 251,751,500 shares of the Issuer’s common stock outstanding as of December 31, 2012 (as reported in the Issuer’s final prospectus supplement (File No. 333-176435) filed on February 6, 2013) and based on outstanding share count and ownership amounts as of the date hereof. As of December 31, 2012, the ownership percentage was 6.36%. See Item 4. |
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|
CUSIP No. N6596X109
| ||||||
| 1 | Names of Reporting Person:
Silver Lake Partners II Cayman, L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
12,879,469 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
12,879,469 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
12,879,469 | |||||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions) ¨
| |||||
| 11 |
Percent of Class Represented by Amount in Row (9)
5.12%* | |||||
| 12 |
Type of Reporting Person (See Instructions)
PN | |||||
| * | Based on 251,751,500 shares of the Issuer’s common stock outstanding as of December 31, 2012 (as reported in the Issuer’s final prospectus supplement (File No. 333-176435) filed on February 6, 2013) and based on outstanding share count and ownership amounts as of the date hereof. As of December 31, 2012, the ownership percentage was 6.36%. See Item 4. |
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|
CUSIP No. N6596X109
| ||||||
| 1 | Names of Reporting Person:
SLP II Cayman NXP, Ltd. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
12,879,469 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
12,879,469 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
12,879,469 | |||||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions) ¨
| |||||
| 11 |
Percent of Class Represented by Amount in Row (9)
5.12%* | |||||
| 12 |
Type of Reporting Person (See Instructions)
OO | |||||
| * | Based on 251,751,500 shares of the Issuer’s common stock outstanding as of December 31, 2012 (as reported in the Issuer’s final prospectus supplement (File No. 333-176435) filed on February 6, 2013) and based on outstanding share count and ownership amounts as of the date hereof. As of December 31, 2012, the ownership percentage was 6.36%. See Item 4. |
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|
CUSIP No. N6596X109
| ||||||
| 1 | Names of Reporting Person:
SL II NXP S.à.r.l. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Luxembourg | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
12,879,469 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
12,879,469 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
12,879,469 | |||||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions) ¨
| |||||
| 11 |
Percent of Class Represented by Amount in Row (9)
5.12%* | |||||
| 12 |
Type of Reporting Person (See Instructions)
OO | |||||
| * | Based on 251,751,500 shares of the Issuer’s common stock outstanding as of December 31, 2012 (as reported in the Issuer’s final prospectus supplement (File No. 333-176435) filed on February 6, 2013) and based on outstanding share count and ownership amounts as of the date hereof. As of December 31, 2012, the ownership percentage was 6.36%. See Item 4. |
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| Item 1. | ||||||||||||
| (a) |
Name of issuer: | |||||||||||
| NXP Semiconductors N.V. | ||||||||||||
| (b) |
Address of issuer’s principal executive offices: | |||||||||||
| High Tech Campus 60, 5656 AG Eindhoven, The Netherlands | ||||||||||||
| Item 2. | ||||||||||||
| (a) |
Name of person filing: | |||||||||||
| Silver Lake (Offshore) AIV GP II, Ltd. Silver Lake Technology Associates II Cayman, L.P. Silver Lake Partners II Cayman, L.P. SLP II Cayman NXP, Ltd. SL II NXP S.à.r.l. |
||||||||||||
| (b) |
Address or principal business office or, if none, residence: | |||||||||||
| The principal business office for Silver Lake (Offshore) AIV GP II, Ltd., Silver Lake Technology Associates II Cayman, L.P., Silver Lake Partners II Cayman, L.P. and SLP II Cayman NXP, Ltd. is:
c/o Silver Lake PO Box 309, Ugland House South Church Street, George Town Grand Cayman KY1-1104 Cayman Islands
The principal business office for SL II NXP S.à.r.l. is:
c/o Silver Lake 59, rue de Rollingergrund L-2440 Luxembourg Grand Duchy of Luxembourg |
||||||||||||
| (c) |
Citizenship: | |||||||||||
| See Item 4 of each cover page | ||||||||||||
| (d) |
Title of class of securities: | |||||||||||
| Common stock, nominal value €.20 per share | ||||||||||||
| (e) |
CUSIP No.: | |||||||||||
| N6596X109 | ||||||||||||
| Item 3. | ||||||||||||
| Not applicable | ||||||||||||
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| Item 4. | Ownership. | |||||||||
| (a) | Amount beneficially owned: | |||||||||
| SL II NXP S.à.r.l. owns 12,879,469 shares of the Issuer’s common stock as of the date hereof and owned 16,012,220 shares of the Issuer’s common stock as of December 31, 2012. SLP II Cayman NXP, Ltd. owns 99.57% of the outstanding shares of SL II NXP S.à.r.l. Silver Lake Partners II Cayman, L.P. is the sole shareholder of SLP II Cayman NXP, Ltd. Silver Lake Technology Associates II Cayman, L.P. is the general partner of Silver Lake Partners II Cayman, L.P. Silver Lake (Offshore) AIV GP II, Ltd. is the general partner of Silver Lake Technology Associates II Cayman, L.P. Because of the foregoing relationships, each of SLP II Cayman NXP, Ltd., Silver Lake Partners II Cayman, L.P., Silver Lake Technology Associates II Cayman, L.P. and Silver Lake (Offshore) AIV GP II, Ltd. may be deemed to beneficially own all of the shares of the Issuer’s common stock held by SL II NXP S.à.r.l.
NXP Co-Investment Investor S.à.r.l. owns 15,029,155 shares of the Issuer’s common stock as of the date hereof and owned 18,684,787 shares of the Issuer’s common stock as of December 31, 2012. NXP Co-Investment Partners L.P. is the sole shareholder of NXP Co-Investment Investor S.à.r.l. NXP Co-Investment GP Ltd. is the general partner of NXP Co-Investment Partners L.P. NXP Co-Investment GP Ltd. is owned by Silver Lake (Offshore) AIV GP II, Ltd., KKR Europe II Limited, BCP IX NXP Ltd. and Apax Europe VI NXP Founder GP, Ltd., none of which owns a majority. The share ownership reported for the filing persons reporting on this Schedule 13G/A does not include the 15,029,155 shares of the Issuer’s common stock held by NXP Co-Investment Investor S.à.r.l., and each of the filing persons reporting on this Schedule 13G/A disclaims beneficial ownership of any shares of the Issuer’s common stock owned by NXP Co-Investment Investor S.à.r.l. |
||||||||||
| (b) | Percent of class: | |||||||||
| See Item 11 of each cover page | ||||||||||
| (c) | Number of shares as to which the person has: | |||||||||
| (i) | Sole power to vote or to direct the vote: | |||||||||
| See Item 5 of each cover page | ||||||||||
| (ii) | Shared power to vote or to direct the vote: | |||||||||
| See Item 6 of each cover page | ||||||||||
| (iii) | Sole power to dispose or to direct the disposition of: | |||||||||
| See Item 7 of each cover page | ||||||||||
| (iv) | Shared power to dispose or to direct the disposition of: | |||||||||
| See Item 8 of each cover page | ||||||||||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |||||||||
| Not applicable | ||||||||||
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person. | |||||||||
| See Item 4 above | ||||||||||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |||||||||
| Not applicable | ||||||||||
| Item 8. | Identification and Classification of Members of the Group. | |||||||||
| SLTI II Cayman NXP, L.P., SLP II Cayman NXP, Ltd. and SL II NXP S.à.r.l. (collectively, the “Silver Lake Parties”) are, together with funds and entities advised by Kohlberg Kravis Roberts & Co. L.P. (“KKR”), Bain Capital Partners, LLC (“Bain”), Apax Partners LLP (“Apax”) and AlpInvest Partners B.V. (“AlpInvest,” with the funds and entities advised by KKR, Bain, Apax and AlpInvest being referred to as the “Other Parties”), Koninklijke Philips Electronics N.V. and PPTL Investment LP (together, the “Philips Parties”), NXP Co-Investment Partners L.P. and NXP Co-Investment Investor S.à.r.l. (together, the “Co-Investors”) and Stichting Management Co-Investment NXP (the “Management Foundation”), parties to a shareholders’ agreement (the “Shareholders’ Agreement”) with respect to the Issuer. Among other things, the Shareholders’ Agreement requires the parties to vote their shares of the Issuer’s common stock for directors that are designated in accordance with the provisions of the Shareholders’ Agreement. The Shareholders’ Agreement also contains certain provisions relating to drag-along and tag-along rights and transfer restrictions more generally among the parties thereto and permits certain parties thereto to nominate persons to an investors committee established by the parties thereto (the “Investors Committee”), which has approval rights over certain actions proposed to be taken by the parties as set out therein. The share ownership reported for the filing persons reporting on this Schedule 13G/A does not include any shares owned by the Other Parties, the Co-Investors, the Philips Parties or the Management Foundation, except to the extent already disclosed in this Schedule 13G/A. Each of the filing persons reporting on this Schedule 13G/A disclaims beneficial ownership of any shares of the Issuer’s common stock owned by the Other Parties, the Co-Investors, the Philips Parties and the Management Foundation, except to the extent already disclosed in this Schedule 13G/A.
Kings Road Holdings IV, L.P., NXP Co-Investment Partners II, L.P., NXP Co-Investment Partners III, L.P., NXP Co-Investment Partners IV, L.P., TCW/NXP Co-Investment Partners IV, L.P., TCW/NXP Co-Investment Partners IVB, L.P., NXP Co-Investment Partners VII, L.P., NXP Co-Investment Partners VIII, L.P. and OZ NXP Investment, Ltd (collectively, the “Co-Investment Parties”), the Silver Lake Parties and the Other Parties are parties to an agreement (the “Co-Investment Agreement”) with respect to shares of common stock of the Issuer. Pursuant to the Co-Investment Agreement, without the approval of the Investors Committee, the Co-Investment Parties are generally prohibited from selling for six months after the initial public offering of the Issuer the shares of the Issuer’s common stock held by them as of the date of the initial public offering of the Issuer and, thereafter, may only sell those shares in accordance with certain volume and other limitations set out in the Co-Investment Agreement. The volume and other limitations terminate 15 months after completion of the initial public offering of the Issuer, after which time the Co-Investment Parties may freely sell their shares without restriction under the agreement. The share ownership reported for the filing persons reporting on this Schedule 13G/A does not include any shares owned by the Co-Investment Parties, and each of the filing persons reporting on this Schedule 13G/A disclaims beneficial ownership of any shares of the Issuer’s common stock owned by the Co-Investment Parties. |
||||||||||
| Item 9. | Notice of Dissolution of Group. | |||||||||
| Not applicable | ||||||||||
| Item 10. | Certifications. | |||||||||
| Not applicable | ||||||||||
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After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
| SILVER LAKE (OFFSHORE) AIV GP II, LTD. | ||||||
| Dated: February 14, 2013 | Signature: | /s/ James A. Davidson | ||||
| Name: | James A. Davidson | |||||
| Title: | Director | |||||
| SILVER LAKE TECHNOLOGY ASSOCIATES II CAYMAN, L.P. | ||||||
| By: SILVER LAKE (OFFSHORE) AIV GP II, LTD. | ||||||
| Its: General Partner | ||||||
| Dated: February 14, 2013 | Signature: | /s/ James A. Davidson | ||||
| Name: | James A. Davidson | |||||
| Title: | Director | |||||
| SILVER LAKE PARTNERS II CAYMAN, L.P. | ||||||
| By: SILVER LAKE TECHNOLOGY ASSOCIATES II CAYMAN, L.P. | ||||||
| Its: General Partner | ||||||
| By: SILVER LAKE (OFFSHORE) AIV GP II, LTD. | ||||||
| Its: General Partner | ||||||
| Dated: February 14, 2013 | Signature: | /s/ James A. Davidson | ||||
| Name: | James A. Davidson | |||||
| Title: | Director | |||||
| SLP II CAYMAN NXP, LTD. | ||||||
| By: SILVER LAKE PARTNERS II CAYMAN, L.P. | ||||||
| Its: Sole Shareholder | ||||||
| By: SILVER LAKE TECHNOLOGY ASSOCIATES II CAYMAN, L.P. | ||||||
| Its: General Partner | ||||||
| By: SILVER LAKE (OFFSHORE) AIV GP II, LTD. | ||||||
| Its: General Partner | ||||||
| Dated: February 14, 2013 | Signature: | /s/ James A. Davidson | ||||
| Name: | James A. Davidson | |||||
| Title: | Director | |||||
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| SL II NXP S.À.R.L. | ||||||
| Dated: February 14, 2013 | Signature: | /s/ James A. Davidson | ||||
| Name: | James A. Davidson | |||||
| Title: | Manager | |||||
| Dated: February 14, 2013 | Signature: | /s/ Wolfgang Zettel | ||||
| Name: | Wolfgang Zettel | |||||
| Title: | Manager | |||||
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EXHIBIT INDEX
| Exhibit 1 | Joint Filing Agreement dated as of February 14, 2013 |
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Exhibit 1
Joint Filing Agreement
We, the signatories of the statement on Schedule 13G to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us.
| SILVER LAKE (OFFSHORE) AIV GP II, LTD. | ||||||
| Dated: February 14, 2013 | Signature: | /s/ James A. Davidson | ||||
| Name: | James A. Davidson | |||||
| Title: | Director | |||||
| SILVER LAKE TECHNOLOGY ASSOCIATES II CAYMAN, L.P. | ||||||
| By: SILVER LAKE (OFFSHORE) AIV GP II, LTD. | ||||||
| Its: General Partner | ||||||
| Dated: February 14, 2013 | Signature: | /s/ James A. Davidson | ||||
| Name: | James A. Davidson | |||||
| Title: | Director | |||||
| SILVER LAKE PARTNERS II CAYMAN, L.P. | ||||||
| By: SILVER LAKE TECHNOLOGY ASSOCIATES II CAYMAN, L.P. | ||||||
| Its: General Partner | ||||||
| By: SILVER LAKE (OFFSHORE) AIV GP II, LTD. | ||||||
| Its: General Partner | ||||||
| Dated: February 14, 2013 | Signature: | /s/ James A. Davidson | ||||
| Name: | James A. Davidson | |||||
| Title: | Director | |||||
| SLP II CAYMAN NXP, LTD. | ||||||
| By: SILVER LAKE PARTNERS II CAYMAN, L.P. | ||||||
| Its: Sole Shareholder | ||||||
| By: SILVER LAKE TECHNOLOGY ASSOCIATES II CAYMAN, L.P. | ||||||
| Its: General Partner | ||||||
| By: SILVER LAKE (OFFSHORE) AIV GP II, LTD. | ||||||
| Its: General Partner | ||||||
| Dated: February 14, 2013 | Signature: | /s/ James A. Davidson | ||||
| Name: | James A. Davidson | |||||
| Title: | Director | |||||
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| SL II NXP S.À.R.L. | ||||||
| Dated: February 14, 2013 | Signature: | /s/ James A. Davidson | ||||
| Name: | James A. Davidson | |||||
| Title: | Manager | |||||
| Dated: February 14, 2013 | Signature: | /s/ Wolfgang Zettel | ||||
| Name: | Wolfgang Zettel | |||||
| Title: | Manager | |||||
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