Statement
on Schedule 13D/A
This
Amendment No. 1 to Schedule 13D relates to the beneficial ownership of common
stock, nominal value €.20 per share (“Common Stock”), of NXP
Semiconductors N.V. (the “Issuer”), a public company
with limited liability incorporated under the laws of The Netherlands. The
principal executive office of the Issuer is located at High Tech Campus 60, 5656
AG Eindhoven, The Netherlands. This Schedule 13D/A is being filed by (i) Philips
Pension Trustees Limited (“Philips Pension Trustees”), a
private limited company organized under the laws of England and Wales, (ii) PPTL
Investment LP, a limited partnership organized under the laws of Scotland
(“PPTL LP”) and (iii)
PPTL Investment Limited, a Scottish company limited by guarantee (“GP” and together with Philips
Pension Trustees and PPTL LP, the “Reporting Persons”) and amends
and restates that certain Schedule 13D originally filed with the United States
Securities and Exchange Commission on September 17, 2010 (the “Original 13D”). Capitalized
terms used herein and not otherwise defined have the meanings ascribed to them
in the Original 13D.
Item
2. Identity and Background
Item 2 of
the Original 13D is hereby amended and restated as follows:
The
principal business of Philips Pension Trustees is to act as trustee of the
Philips Pension Fund, a trust established under the laws of the United Kingdom
(the “Pension Fund”) to
provide pension and retirement benefits for employees of Philips Electronics UK
Limited (“PEUK”). The
principal business of PPTL LP is to carry on in Scotland and elsewhere the
business of owning and managing such assets as may be contributed to PPTL LP
from time to time. GP’s principal business is to serve as general partners of
PPTL LP and to be responsible for managing or supervising the management by
authorized persons of the investments of the partnership.
The
principal business address of Philips Pension Trustees is Philips Centre,
Guildford Business Park, Guildford, Surrey, GU2 8XH, United Kingdom. The principal business
address of GP and PPTL LP is 15 Atholl Crescent, Edinburgh, EH3
8HA.
The name,
business address and present principal occupation or employment, and the name
and principal business of any corporation or other organization in which such
employment is conducted, of each of the directors and executive officers, as
applicable, of the Reporting Persons is set forth in Schedule I
hereto. Except as otherwise indicated in Schedule I hereto, each
person listed in Schedule I hereto is a citizen of the United
Kingdom.
During
the last five years, none of the Reporting Persons nor, to the knowledge of the
Reporting Persons, any of the persons listed on Schedule I hereto, (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which it was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item
3. Source and Amount of Funds or Other Consideration
Item 3 of
the Original 13D is hereby amended and restated as follows:
On
September 7, 2010, Philips Pension Trustees purchased from Koninklijke Philips
Electronics N.V. (“KPENV”) 42,715,650 shares of
the Issuer’s Common Stock (the “Transfer Shares”) in a private
transaction, pursuant to the terms of an Agreement for the Sale and Purchase of
Shares in NXP Semiconductors N.V., dated September 7, 2010 (the “Transfer Agreement”), by and
between KPENV and Philips Pension Trustees, in exchange for payment of an
initial purchase price of £300,000,000 in cash, or £7.0232 per share (the “Share
Transaction”). All of the funds used for payment of the
initial purchase price were derived from a contemporaneous £300,000,000 cash
contribution to the Pension Fund by PEUK, the sponsor of the Pension Fund and a
subsidiary of KPENV.
Philips
Pension Trustees and GP subsequently established PPTL LP for the purpose of
holding the Transfer Shares, by entering into a certain Limited Partnership
Agreement, dated as of October 29, 2010, by and between GP and Philips Pension
Trustees (the “Original LP
Agreement”). On October 29, 2010, Philips Pension Trustees
transferred the Transfer Shares to PPTL LP, pursuant to the terms of an Amended
and Restated Limited Partnership Agreement, dated October 29, 2010 by and
between GP and Philips Pension Trustees, (the “Restated LP Agreement”), in
exchange for amending the allocation of profits, gains and distributions among
GP and Philips Pension Trustees (as general partner and limited partner of PPTL
LP, respectively) set forth in the Original LP Agreement, through the execution
of such Restated LP Agreement (such transfer of the Transfer Shares to PPTL LP,
the “PPTL Share
Transfer”). Pursuant to the terms of
the Restated LP Agreement, PPTL LP and GP (as the general partner of PPTL LP)
entered into an Amendment and Restatement Agreement for the Sale and Purchase of
Shares in NXP Semiconductors N.V., dated October 29, 2010, by and
among KPENV, Philips Pension Trustees, GP and PPTL LP (the “Amended Transfer Agreement”),
which amended and restated the Transfer Agreement to provide for, among other
things, joint and several liability for PPTL LP and Philips Pension Trustees for
certain obligations of Philips Pension Trustees with respect to the Transfer
Shares under the Transfer Agreement. Under the terms of the
Amended Transfer Agreement, the purchase price paid to KPENV in the Share
Transaction may be adjusted upward, and Philips Pension Trustees and PPTL LP may
be required to make an additional payment to KPENV, if on the fourth anniversary
of the Share Transaction, certain specified conditions are met (the “Purchase Price
Adjustment”). The Restated LP Agreement is attached as Exhibit
5 hereto, the Amended Transfer Agreement is attached as Exhibit 1 hereto, and
the terms of each are incorporated herein by reference.
Item
4. Purpose of Transaction
Item 4 of
the Original 13D is hereby amended and restated as follows:
The Share
Transaction was for portfolio investment purposes of the Pension
Fund. The PPTL Share Transfer was for the purpose of providing
limited liability for the Pension Fund with respect to liabilities arising from
the holding of Transfer Shares.
The terms
of the Restated LP Agreement require that PPTL LP sell Transfer Shares, to the
extent such sale is possible in terms of the legal, contractual and regulatory
requirements applicable to PPTL LP as the holder of the Transfer Shares (the
“Applicable
Requirements”), on the first business day on which such sale becomes
possible under the Applicable Requirements (allowing for exceptions as
determined by GP as general partner of PPTL LP). The Restated LP
Agreement further requires that the balance of any unsold Transfer Shares be
sold as soon as such sale becomes possible under the Applicable Requirements in
a manner that is consistent with achieving a reasonable price. Except
for the foregoing, none of the Reporting Persons nor, to the knowledge of the
Reporting Persons, any of the persons listed on Schedule I hereto, currently has
any other plans or proposals which relate to or would result in the actions set
forth in paragraphs (a) through (j) of Item 4 of Schedule 13D.
In
connection with the Share Transaction and the PPTL Share Transfer, Philips
Pension Trustees and PPTL LP, respectively, were required to join the
Shareholders’ Agreement (as defined in Item 6 hereof), to which KPENV was
already a party. Under the terms of the Shareholders’ Agreement, PPTL
LP as holder of the Transfer Shares is required to vote the Transfer Shares in
favor of certain other parties’ nominees to the Issuer’s board of
directors. In addition, PPTL LP may be required in the future to sell
the Transfer Shares and to vote in favor of a sale of control of the Issuer
pursuant to drag-along provisions contained in the Shareholders’ Agreement, and
may, if joining together with other parties thereto to form the percentage of
Common Stock required to trigger such drag-along provisions, similarly require
the other parties thereto to sell Common Stock and vote in favor of a sale of
control of the Issuer.
The
Restated LP Agreement is attached as Exhibit 5 hereto, the Shareholders’
Agreement is incorporated by reference in Item 7 herein, and the terms of each
are hereby incorporated by reference in this Item 4.
Item
5. Interest in Securities of the Issuer
Item 5 of
the Original 13D is hereby amended and restated as follows:
(a) PPTL
LP directly owns 42,715,650 shares of Common Stock representing approximately
17.1% of the outstanding Common Stock, based on 249,251,500 shares of Common
Stock outstanding after the Issuer’s initial public offering of Common Stock (as
reported in the Prospectus, dated August 5, 2010, filed pursuant to Rule
424(b)(4) by the Issuer on August 6, 2010, Registration No. 333-166128, and
assuming that the underwriters’ option to purchase additional shares of Common
Stock has not been exercised).
GP does
not directly own any shares of Common Stock but, as the general partner of PPTL
LP, has the power to direct the voting and disposition of all of the 42,715,650
shares of Common Stock held by PPTL LP. Philips Pension Trustees is
the sole member of GP (and may therefore elect GP’s board of directors) and is
the sole limited partner of PPTL LP. As such, the Reporting Persons
may be deemed to have formed a group within the meaning of Section 13 of the
Securities Exchange Act of 1934, as amended, and each of GP and Philips Pension
Trustees may be deemed to possess shared beneficial ownership of the 42,715,650
shares of Common Stock held by PPTL LP.
KPENV
may appoint the majority of the board of directors of Philips Pension Trustees.
In addition, the
Amended Transfer Agreement limits the ability of PPTL LP as the holder of the
Transfer Shares to dispose of the Transfer Shares without the consent of
KPENV. Furthermore, the Shareholders’ Agreement grants KPENV the
right to nominate one non-executive member of the Issuer’s board of directors
and requires PPTL LP to vote the Transfer Shares in favor of such
nominee.
By virtue
of (A) the Shareholders’ Agreement, which contains (i) certain restrictions on
the transfer of shares of Common Stock held by the parties thereto, (ii) certain
agreements as to the voting of such shares, (iii) drag-along provisions
requiring the sale of such shares in certain circumstances and (iv) tag-along
provisions permitting the parties thereto to participate in the sale of Common
Stock by another party, and (B) with respect to KPENV, the Amended Transfer
Agreement, which contains the provisions described above, the Reporting Persons
may be deemed to have formed a group, within the meaning of Section 13 of the
Securities Exchange Act of 1934, as amended, and Rule 13d-5 promulgated
thereunder, with KPENV and the other parties to the Shareholders’ Agreement
(each, an “Other Party” and collectively, the “Other Parties”). As a result,
beneficial ownership of the 172,535,850 shares of Common Stock held directly or
indirectly by the Other Parties may be attributed to the Reporting Persons,
which would result in the beneficial ownership by the Reporting Persons of a
total of 215,251,500 shares of Common Stock, representing approximately 86.4% of
the outstanding Common Stock, based on 249,251,500 shares of Common Stock
outstanding after the Issuer’s initial public offering of Common Stock (as
reported in the Prospectus, dated August 5, 2010, filed pursuant to Rule
424(b)(4) by the Issuer on August 6, 2010, Registration No. 333-166128, and
assuming that the underwriters’ option to purchase additional shares of Common
Stock has not been exercised). Notwithstanding the foregoing, the Reporting
Persons disclaim membership in such group and disclaim beneficial ownership of
all shares of Common Stock held directly or indirectly by the Other
Parties.
The
aggregate beneficial ownership that may be attributed to KPENV and the Other
Parties by virtue of any group that may be deemed to have been formed, as
described above, is set forth in Schedule II attached hereto.
(b)
The responses of the Reporting Persons to (i) Rows (7) through (10) of this
Schedule 13D and (ii) Item 5(a) hereof are incorporated herein by
reference. By virtue of the rights and obligations of Philips Pension
Trustees and PPTL LP under the Shareholders’ Agreement including those described
in Item 5(a) hereof, the Reporting Persons may be deemed to share voting and
dispositive power with respect to the 172,535,850 shares of Common Stock held
directly or indirectly by the Other Parties but disclaim beneficial ownership of
such shares. The number of shares of Common Stock as to which KPENV
and each Other Party may be deemed to share voting or dispositive power, as well
as the information required by Item 2 with respect to each such party, is set
forth in Schedule II hereto.
(c) Aside
from the Share Transaction and the PPTL Share Transfer described in Item 3
hereof, the Reporting Persons have not effectuated any other transactions in
Common Stock during the past sixty days. In accordance with Section 3
of the Shareholders’ Agreement, the Other Parties on or shortly after August 5,
2010 reallocated among themselves their direct and indirect shareholdings in the
Issuer. The Shareholders’ Agreement is incorporated by reference in
this Schedule 13D in Item 7 and its terms are hereby incorporated by reference
in this Item 5(c). Aside from the Share Transaction, the Reporting
Persons are not aware of any other transactions in Common Stock that were
effected during the past sixty days by KPENV or any Other Party.
(d) The
Reporting Persons have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the 42,715,650 shares of
Common Stock held directly by PPTL LP. Pursuant to the Amended
Transfer Agreement, PPTL LP and/or Philips Pension Trustees may be required
under certain circumstances to make an additional payment to KPENV in respect of
the such Common Stock, as described in Item 3 hereof. The description
of the Purchase Price Adjustment set forth in Item 3 hereof, the terms of the
Amended Transfer Agreement (attached hereto as Exhibit 1) and the terms of the
Restated LP Agreement (attached hereto as Exhibit 5) are incorporated herein by
reference.
(e) Not
applicable.
Item
6.
Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer
Item 6 of
the Original 13D is hereby amended and restated as follows:
The
information set forth in Items 2, 4 and 5 hereof is incorporated by reference
herein.
Effective
as of September 7, 2010, in connection with the Share Transaction, Philips
Pension Trustees became a party to a shareholders’ agreement (the “Shareholders’ Agreement”),
dated August 5, 2010, among KPENV and the Other Parties. PPTL LP
subsequently became a party effective as of October 29, 2010 in connection with
the PPTL Share Transfer. The Shareholders’ Agreement (i) contains
certain limitations on the transfer of shares of Common Stock held by the
parties thereto, (ii) permits parties who hold in the aggregate certain
percentages of Common Stock to require the sale of Common Stock by all parties
pursuant to drag-along provisions contained therein, (iii) permits the parties
to participate in the sale of Common Stock by another party pursuant to
tag-along provisions contained therein, (iv) permits certain parties to nominate
persons to the Issuer’s board of directors and (v) directs the voting of the
Common Stock by the parties with respect to certain matters, including the
election of certain parties’ nominees to the Issuer’s board of
directors. The Shareholders’ Agreement is incorporated by reference
in this Schedule 13D in Item 7 and its terms are hereby incorporated by
reference in this Item 6.
In
connection with the PPTL Share Transfer, Philips Pension Trustees, GP, PPTL LP
and KPENV entered into the Amended Transfer Agreement, which restricts
disposition of the Transfer Shares without the consent of KPENV and requires
additional payment to KPENV in the event of a Purchase Price Adjustment (as
described in Item 3 hereof). Under the Amended Transfer Agreement,
PPTL LP and Philips Pension Trustees have joint and several liability for these
and other obligations with respect to the Transfer Shares. The
description of the Purchase Price Adjustment set forth in Item 3 hereof and the
terms of the Amended Transfer Agreement (attached hereto as Exhibit 1) are
incorporated herein by reference.
Under the
terms of the Restated LP Agreement entered into by Philips Pension Trustees and
GP in connection with the PPTL Share Transfer, PPTL LP must sell Transfer
Shares, to the extent such sale is possible in terms of the Applicable
Requirements, on the first business day on which such sale becomes possible
(allowing for exceptions as determined by GP as general partner of PPTL
LP). The Restated LP Agreement further requires that the balance of
any unsold Transfer Shares be sold as soon as such sale becomes possible under
the Applicable Requirements in a manner that is consistent with achieving a
reasonable price. The terms of the Restated LP Agreement (attached
hereto as Exhibit 5) are incorporated herein by reference.
In
addition, Philips Pension Trustees by letter dated as of September 7, 2010 (the
“Lock-Up Letter”)
agreed, in respect of the Transfer Shares and in connection with the Issuer’s
initial public offering of Common Shares, not to transfer the Transfer Shares
for a period of 180 days without the consent of the underwriters of such initial
public offering (subject to certain exceptions), and further agreed to certain
other restrictions in respect of the Transfer Shares. PPTL LP, by
letter dated as of October 29, 2010 (the “PPTL Lock-Up Letter”) agreed
to identical restrictions in respect of the Transfer Shares. The
Lock-Up Letter is incorporated by reference in Item 7 hereof, the PPTL Lock-Up
Letter is attached as Exhibit 6 hereto and the terms of each are hereby
incorporated by reference in this Item 6.
Effective
as of September 7, 2010, Philips Pension Trustees in connection with the Share
Transaction acquired certain rights, as the assignee of KPENV, under a
Registration Rights Agreement, dated as of August 5, 2010, among the Issuer,
KPENV and the parties listed on Schedule III hereto (the “Registration Rights
Agreement”). PPTL LP, as the assignee of Philips Pension
Trustees under the PPTL Share Transfer, acquired these rights effective as of
October 29, 2010. The Registration Rights Agreement is incorporated
by reference in this Schedule 13D in Item 7 and its terms are incorporated
herein by reference.
Item
7. Material to be Filed as Exhibits
Exhibit
1: Amendment and Restatement Agreement for the sale and purchase of shares in
NXP Semiconductors N.V., dated October 29, 2010, by and among KPENV, Philips
Pension Trustees, GP and PPTL LP.*
Exhibit
2: Shareholders’ Agreement, dated August 5, 2010 (filed as Exhibit 2 to the
Issuer’s Report on Form 6-K on August 10, 2010).**
Exhibit
3: Registration Rights Agreement, dated as of August 5, 2010 (filed as Exhibit 3
to the Issuer’s Report on Form 6-K on August 10, 2010).**
Exhibit
4: Lock-Up Letter, dated as of September 7, 2010, from Philips
Pension Trustees to Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co.
and Morgan Stanley & Co. Incorporated (filed as original Exhibit 4 to Form
13D filed on September 17, 2010 by Philips Pension Trustees).**
Exhibit
5: Amended and Restated Limited Partnership Agreement, dated October
29, 2010, by and between GP and Philips Pension Trustees.*
Exhibit
6: Lock-Up Letter, dated as of October 29, 2010, from PPTL LP to
Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co. and Morgan Stanley
& Co. Incorporated.*
Exhibit
7: Joint Filing Agreement, dated November 2, 2010, by and among
Philips Pension Trustees, GP and PPTL LP.*
* Filed
herewith
**
Incorporated herein by reference
SIGNATURE
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.
Dated:
November 2, 2010
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PHILIPS PENSION TRUSTEES
LIMITED |
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/s/ M.R. Armstrong |
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Name:
M.R. Armstrong |
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Title: Director |
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PPTL INVESTMENT
LP |
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by
its general partner, PPTL Investment Limited |
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/s/ M.R. Armstrong |
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Name:
M.R. Armstrong |
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Title: Director |
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PPTL INVESTMENT
LIMITED |
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|
|
|
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/s/ M.R. Armstrong |
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Name: M.R.
Armstrong |
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Title: Director |
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DIRECTORS
AND EXECUTIVE OFFICERS OF
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PHILIPS
PENSION TRUSTEES LIMITED, PPTL INVESTMENT
LP
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AND
PPTL INVESTMENT LIMITED
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The name, business address and present
principal occupation or employment, and the name and principal business of any
corporation or other organization in which such employment is conducted, of each
of the directors and executive officers of the Reporting Persons is set forth
below. Except as set forth below, each of the directors and executive
officers of each of the Reporting Persons is a citizen of the United
Kingdom. The business address of each of the directors and executive
officers of Philips Pension Trustees is Philips Centre, Guildford Business Park,
Guildford, Surrey, GU2 8XH, United Kingdom, and the business address of each of
the directors and officers of each of GP and PPTL LP is 15 Atholl Crescent,
Edinburgh, EH3 8HA. The principal business of Philips Pension
Trustees is to act as trustee of the Philips Pension Fund, a trust established
under the laws of the United Kingdom to provide pension and retirement benefits
for employees of Philips Electronics UK Limited. The principal
business of PPTL LP is to carry on in Scotland and elsewhere the business of
owning and managing such assets as may be contributed to PPTL LP from time to
time. GP’s principal business is to serve as general partner of PPTL
LP and to be responsible for managing or supervising the management by
authorized persons of the investments of the partnership.
Philips
Pension Trustees Limited
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Name
(Citizenship)
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Present
Principal Occupation or Employment
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Mr.
D. H. Jordan
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Chairman
of the Board of Directors of Philips Pension Trustees
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Mr.
C. Andrew
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Member
of the Board of Directors of Philips Pension Trustees
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Mr.
W. W. Bryant
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Member
of the Board of Directors of Philips Pension Trustees
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Mr.
I. Huitson
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Member
of the Board of Directors of Philips Pension Trustees
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Mr.
C. Petrie
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Member
of the Board of Directors of Philips Pension Trustees
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Mrs.
S. Roberts
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Member
of the Board of Directors of Philips Pension Trustees
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Mr.
G. Tranter
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Member
of the Board of Directors of Philips Pension Trustees
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Mr.
C. Auton
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Member
of the Board of Directors of Philips Pension Trustees
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Mr.
R. Ayres
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Member
of the Board of Directors of Philips Pension Trustees
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Mrs.
M. Slater
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Member
of the Board of Directors of Philips Pension Trustees
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Mr.
M. R. Armstrong
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Secretary
and Member of the Board of Directors of Philips Pension
Trustees
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Mr.
A. Holmes
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Pension
Manager, Philips Pension Trustees
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PPTL
Investment LP
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Name
(Citizenship)
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Present
Principal Occupation or Employment
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PPTL
Investment Limited
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The
general partner of PPTL Investment
LP
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PPTL
Investment Limited
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Name
(Citizenship)
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Present
Principal Occupation or Employment
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Mr.
D. H. Jordan
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Director
of PPTL Investment Limited and Chairman of the Board of Directors of
Philips Pension Trustees
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Mr.
M. R. Armstrong
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Director
of PPTL Investment Limited and Member of the Board of Directors of Philips
Pension Trustees
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KPENV AND
OTHER PARTIES TO SHAREHOLDERS’ AGREEMENT
This
Schedule II sets forth the information required by Items 2 and 5(a) and (b) for
each of the parties to the Shareholders’ Agreement other than Philips Pension
Trustees and PPTL LP, to the extent such information is known by the Reporting
Persons. Such information is derived from (i) representations made by
the Issuer in the Prospectus, dated August 5, 2010, filed pursuant to Rule
424(b)(4) by the Issuer on August 6, 2010, Registration No. 333-166128, (ii)
information set forth in the Shareholders’ Agreement and (iii) with respect to
KPENV, certain additional information provided by KPENV. While the
Reporting Persons have no reason to believe that such information is not
reliable, the Reporting Persons only accept responsibility for accurately
reproducing such information and accept no further or other responsibility for
such information.
Item 2, Principal
Business: Manufacture and distribution of electronic and
electrical products
Item 2, Principal Office
Address: Breitner Center, Amstelplein 2, 1096 BC Amsterdam,
The Netherlands
Item 2, Place of
Organization: The Netherlands
Item 5(a), Shares of Common
Stock Deemed to Beneficially Own: 215,251,500*
Item 5(a), Percentage of
Outstanding Common Stock: 86.4%*
Item 5(b), Deemed Shared
Voting Power: 215,251,500*
Item 5(b), Deemed Shared
Dispositive Power: 215,251,500*
*On
September 7, 2010, KPENV transferred the entirety of its holdings of Common
Stock to Philips Pension Trustees (who subsequently transferred such holdings to
PPTL LP) and no longer holds any Common Stock. Due to the governance
arrangements among KPENV and the Reporting Persons (described in Item 5), and in
light of certain provisions of the Shareholders’ Agreement and Amended Transfer
Agreement (each as described in Item 6), KPENV may be deemed to beneficially own
shares of Common Stock held by the Reporting Persons and the Other
Parties.
Item
2, Party Name:
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AlpInvest
Partners CSI 2006 Lion C.V.
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AlpInvest
Partners Later Stage II-A Lion C.V.
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Apax
NXP VI 1 L.P.
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Apax
NXP VI A L.P.
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Item
2, Principal Office Address:
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c/o
Alpinvest Beheer, Jachthavenweg 118, 1081 KJ Amsterdam, The
Netherlands
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c/o
Alpinvest Beheer, Jachthavenweg 118, 1081 KJ Amsterdam, The
Netherlands
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c/o
Alpinvest Beheer, Jachthavenweg 118, 1081 KJ Amsterdam, The
Netherlands
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c/o
Alpinvest Beheer, Jachthavenweg 118, 1081 KJ Amsterdam, The
Netherlands
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Item
5(a), Shares of Common Stock Deemed to Beneficially Own:
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215,251,500
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215,251,500
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215,251,500
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215,251,500
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Item
5(a), Percentage of Outstanding Common Stock:
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86.4%
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86.4%
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86.4%
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86.4%
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Item
5(b), Deemed Shared Voting Power:
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215,251,500
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215,251,500
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215,251,500
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215,251,500
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Item
5(b), Deemed Shared Dispositive Power:
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215,251,500
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215,251,500
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215,251,500
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215,251,500
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SCHEDULE
II (CONT.)
Item
2, Party Name:
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Meridian
Holding S.a.r.l.
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Apax
NXP V A L.P.
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Apax
NXP V B-2 L.P.
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Apax
NXP US VII L.P.
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Item
2, Principal Office Address:
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Unknown
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Unknown
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Unknown
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Unknown
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Item
5(a), Shares of Common Stock Deemed to Beneficially Own:
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215,251,500
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215,251,500
|
215,251,500
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215,251,500
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Item
5(a), Percentage of Outstanding Common Stock:
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86.4%
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86.4%
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86.4%
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86.4%
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Item
5(b), Deemed Shared Voting Power:
|
215,251,500
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215,251,500
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215,251,500
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215,251,500
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Item
5(b), Deemed Shared Dispositive Power:
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215,251,500
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215,251,500
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215,251,500
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215,251,500
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Item
2, Party Name:
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Bain
Capital Lion Holdings L.P.
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Bain
Capital Fund IX L.P.
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Bain
Pumbaa LuxCo S.a.r.l.
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NXP
Co-Investment Partners L.P.
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Item
2, Principal Office Address:
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111
Huntington Avenue, Boston, MA 02199, U.S.A.
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111
Huntington Avenue, Boston, MA 02199, U.S.A.
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Unknown
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Unknown
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Item
5(a), Shares of Common Stock Deemed to Beneficially Own:
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215,251,500
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215,251,500
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215,251,500
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215,251,500
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Item
5(a), Percentage of Outstanding Common Stock:
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86.4%
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86.4%
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86.4%
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86.4%
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Item
5(b), Deemed Shared Voting Power:
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215,251,500
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215,251,500
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215,251,500
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215,251,500
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Item
5(b), Deemed Shared Dispositive Power:
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215,251,500
|
215,251,500
|
215,251,500
|
215,251,500
|
SCHEDULE
II (CONT.)
Item
2, Party Name:
|
NXP
Co-Investment Investor S.a.r.l.
|
KKR
NXP (Millenium) Limited
|
KKR
NXP (2006) Limited
|
KKR
NXP (European II) Limited
|
Item
2, Principal Office Address:
|
Unknown
|
c/o
Kohlberg Kravis Roberts & Co. L.P., 9 West 57th
Street, New York, NY 10019, U.S.A.
|
c/o
Kohlberg Kravis Roberts & Co. L.P., 9 West 57th
Street, New York, NY 10019, U.S.A.
|
c/o
Kohlberg Kravis Roberts & Co. L.P., 9 West 57th
Street, New York, NY 10019, U.S.A.
|
Item
5(a), Shares of Common Stock Deemed to Beneficially Own:
|
215,251,500
|
215,251,500
|
215,251,500
|
215,251,500
|
Item
5(a), Percentage of Outstanding Common Stock:
|
86.4%
|
86.4%
|
86.4%
|
86.4%
|
Item
5(b), Deemed Shared Voting Power:
|
215,251,500
|
215,251,500
|
215,251,500
|
215,251,500
|
Item
5(b), Deemed Shared Dispositive Power:
|
215,251,500
|
215,251,500
|
215,251,500
|
215,251,500
|
Item
2, Party Name:
|
KKR
Associates Europe II Limited Partnership
|
KKR
NXP Investor S.a.r.l.
|
SLTI
II Cayman NXP, L.P.
|
SLP
II Cayman NXP, Ltd.
|
Item
2, Principal Office Address:
|
c/o
Kohlberg Kravis Roberts & Co. L.P., 9 West 57th
Street, New York, NY 10019, U.S.A.
|
Unknown
|
c/o
2775 Sand Hill Road, Suite 100, Menlo Park, CA 94025,
U.S.A.
|
c/o
2775 Sand Hill Road, Suite 100, Menlo Park, CA 94025,
U.S.A.
|
Item
5(a), Shares of Common Stock Deemed to Beneficially Own:
|
215,251,500
|
215,251,500
|
215,251,500
|
215,251,500
|
Item
5(a), Percentage of Outstanding Common Stock:
|
86.4%
|
86.4%
|
86.4%
|
86.4%
|
Item
5(b), Deemed Shared Voting Power:
|
215,251,500
|
215,251,500
|
215,251,500
|
215,251,500
|
Item
5(b), Deemed Shared Dispositive Power:
|
215,251,500
|
215,251,500
|
215,251,500
|
215,251,500
|
SCHEDULE
II (CONT.)
Item
2, Party Name:
|
SL
II NXP S.a.r.l.
|
Stichting
Management Co-Investment NXP
|
Item
2, Principal Office Address:
|
Unknown
|
Unknown
|
Item
5(a), Shares of Common Stock Deemed to Beneficially Own:
|
215,251,500
|
215,251,500
|
Item
5(a), Percentage of Outstanding Common Stock:
|
86.4%
|
86.4%
|
Item
5(b), Deemed Shared Voting Power:
|
215,251,500
|
215,251,500
|
Item
5(b), Deemed Shared Dispositive Power:
|
215,251,500
|
215,251,500
|
C. ITEMS
2(D) & (E)
Item 2(d)
& (e): During the last five years, none of the persons listed on
this Schedule II, to the knowledge of the Reporting Persons, (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which it was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
LIST
OF OTHER PARTIES TO THE REGISTRATION RIGHTS
AGREEMENT
|
AlpInvest
Partners CSI 2006 Lion C.V.
AlpInvest
Partners Later State II-A Lion C.V.
Meridian
Holding S.a.r.l.
Bain
Pumbaa LuxCo S.a.r.l.
NXP
Co-Investment Investor S.a.r.l.
KKR NXP
Investor S.a.r.l.
SL II NXP
S.a.r.l.
Stichting
Management Co-Investment NXP
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.
OZ NXP
Investment Ltd.
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.
EXHIBIT
INDEX
Exhibit
1
|
|
Amendment
and Restatement Agreement for the sale and purchase of shares in NXP
Semiconductors N.V., dated October 29, 2010, by and among KPENV, Philips
Pension Trustees, GP and PPTL LP.*
|
|
|
|
Exhibit
2
|
|
Shareholders’
Agreement, dated August 5, 2010 (filed as Exhibit 2 to the Issuer’s Report
on Form 6-K on August 10, 2010).**
|
|
|
|
Exhibit 3
|
|
Registration
Rights Agreement, dated as of August 5, 2010 (filed as Exhibit 3 to the
Issuer’s Report on Form 6-K on August 10, 2010).**
|
|
|
|
Exhibit
4
|
|
Lock-Up
Letter, dated as of September 7, 2010, from Philips Pension Trustees to
Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co. and Morgan
Stanley & Co. Incorporated (filed as original Exhibit 4 to Form 13D
filed on September 17, 2010 by Philips Pension
Trustees).**
|
|
|
|
Exhibit
5
|
|
Amended
and Restated Limited Partnership Agreement, dated October 29, 2010, by and
between GP and Philips Pension Trustees.*
|
|
|
|
Exhibit
6
|
|
Lock-Up
Letter, dated as of October 29, 2010, from PPTL LP to Credit Suisse
Securities (USA) LLC, Goldman, Sachs & Co. and Morgan Stanley &
Co. Incorporated.*
|
|
|
|
Exhibit
7
|
|
Joint
Filing Agreement, dated November 2, 2010, by and among Philips Pension
Trustees, GP and PPTL LP.*
|
|
|
|
*
|
|
Filed
herewith
|
**
|
|
Incorporated
herein by reference
|