Texas Instruments : Issuance of $800,000,000 of Notes - Form 8-K
11/18/2022 | 09:39pm EST
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): November 18, 2022
TEXAS INSTRUMENTS INCORPORATED
(Exact name of registrant as specified in charter)
(State or other jurisdiction
12500 TI BOULEVARD
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Registrant's telephone number, including area code: (214)479-3773
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Common Stock, par value $1.00
The Nasdaq Stock Market LLC
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Issuance of $800,000,000 of Notes
On November 18, 2022, Texas Instruments Incorporated ("Texas Instruments") consummated the issuance and sale of $300,000,000 aggregate principal amount of its 4.700% Notes due 2024 and $500,000,000 aggregate principal amount of its 4.600% Notes due 2028 (collectively, the "Notes"), pursuant to an underwriting agreement filed herewith as Exhibit 1.1 dated November 15, 2022 among Texas Instruments and J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Morgan Stanley & Co. LLC, as underwriters. The Notes were issued pursuant to an Indenture dated as of May 23, 2011 (the "Indenture") between Texas Instruments and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee, and an Officers' Certificate issued pursuant thereto.
The Notes were offered pursuant to Texas Instruments' Registration Statement on Form S-3filed on February 4, 2022 (Reg. No. 333-262523),including the prospectus contained therein, and a related preliminary prospectus supplement dated November 15, 2022 and a prospectus supplement dated November 15, 2022.
The material terms and conditions of the Notes are set forth in the Indenture filed as Exhibit 4.2 to the Current Report of Texas Instruments on Form 8-Kdated May 23, 2011 and the Officers' Certificate filed herewith as Exhibit 4.1 and incorporated by reference herein.
Financial Statements and Exhibits
Underwriting Agreement dated November 15, 2022 among Texas Instruments Incorporated and J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Morgan Stanley & Co. LLC
Officers' Certificate setting forth the terms of the Notes
Opinion of Davis Polk & Wardwell LLP
Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
Cover Page Interactive Data File (embedded within the Inline XBRL document)
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Texas Instruments Incorporated published this content on 18 November 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 November 2022 02:38:04 UTC.