VIA EDGAR AND FEDERAL EXPRESS
May 28, 2015
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E. Washington, D.C. 20549
Attention: Jay Mumford and Kevin Kuhar
Re: | NXP Semiconductors N.V. |
Amendment No. 1 to Registration Statement on Form F-4 |
Filed May 8, 2015 |
File No. 333-203192 |
Form 20-F for fiscal year ended December 31, 2014 |
File No. 001-34841 |
Ladies and Gentlemen:
On behalf of NXP Semiconductors N.V. (“NXP”), we hereby submit for your review NXP’s response to the comments contained in the letter of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to NXP, dated May 26, 2015. For convenience of reference, the text of the comments in the Staff’s letter has been reproduced in bold herein.
We plan to file later today Amendment No. 2 (“Amendment No. 2”) to the above referenced Registration Statement onForm F-4 of NXP.
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Item 7.B, Related Party Transactions, page 58
1. | We note your response to our prior comment 4. We note you state that “for the year ended December 31, 2014” the transactions are not material to the company or the related parties and that “our disclosure has been structured relative to this fact.” Please clarify whether you mean that you do not have any transactions requiring disclosure for the periods required by Item 7.B. |
We acknowledge the Staff’s comment and respectfully confirm that we do not have any transactions requiring disclosure per the requirements of Item 7.B for the year ended December 31, 2014.
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Please note that NXP has included certain changes to the Registration Statement other than those in response to the Staff’s comments.
Please call the undersigned Jean Schreurs at tel. no. +31 40 27 28 686 with any questions you may have regarding this filing or if you wish to discuss the above responses.
Very truly yours, |
/s/ Jean A.W. Schreurs |
Jean A.W. Schreurs |
Senior Vice President and Senior Corporate Counsel of NXP Semiconductors N.V. |
cc:
Guido Dierick
NXP Semiconductors N.V.
Jennifer Wuamett
Freescale Semiconductor, Ltd.
Gary Horowitz
Simpson Thacher & Bartlett LLP
Elizabeth Cooper
Simpson Thacher & Bartlett LLP
Kenton King
Skadden, Arps, Slate, Meagher & Flom LLP
Allison Schneirov
Skadden, Arps, Slate, Meagher & Flom LLP
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Amr Razzak
Skadden, Arps, Slate, Meagher & Flom LLP
Amanda Ravitz
Securities and Exchange Commission
Gary Todd
Securities and Exchange Commission
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