UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 27, 2017
TEXAS INSTRUMENTS INCORPORATED
(Exact name of registrant as specified in charter)
| DELAWARE | 001-03761 | 75-0289970 | ||
(State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. employer identification no.) |
12500 TI BOULEVARD
DALLAS, TEXAS 75243
(Address of principal executive offices)
Registrant’s telephone number, including area code:(214) 479-3773
Check the appropriate box below if the Form8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events |
Issuance of $600 Million of Notes
On May 4, 2017, Texas Instruments Incorporated (“Texas Instruments”) consummated the issuance and sale of $300,000,000 aggregate principal amount of its 2.750% Notes due 2021 and $300,000,000 aggregate principal amount of its 2.625% Notes due 2024 (together, the “Notes”), pursuant to an underwriting agreement filed herewith as Exhibit 1.1 dated April 27, 2017 among Texas Instruments and Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and MUFG Securities Americas Inc., as representatives of the several underwriters named therein. The Notes will be issued pursuant to an Indenture dated as of May 23, 2011 (the “Indenture”) between Texas Instruments and U.S. Bank National Association, as trustee, and an Officers’ Certificate issued pursuant thereto. The 2.750% Notes due March 12, 2021, are a further issuance of, and form a single series with, the $250,000,000 aggregate principal amount of the existing 2.750% Notes due 2021 issued by Texas Instruments on March 12, 2014.
The Notes are being offered pursuant to Texas Instruments’ Registration Statement on FormS-3 filed on February 24, 2016 (Reg.No. 333-209678), including the prospectus contained therein (the “Registration Statement”), and a related preliminary prospectus supplement dated April 27, 2017 and a prospectus supplement dated April 27, 2017.
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 Form8-K dated May 23, 2011 and the Officers’ Certificate filed herewith as Exhibit 4.1 and incorporated by reference herein.
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| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
Exhibit | Description | |
| 1.1 | Underwriting Agreement, dated April 27, 2017, among the Company and Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and MUFG Securities Americas Inc., as representatives of the several underwriters named in Schedule II therein | |
| 4.1 | Officers’ Certificate setting forth the terms of the Notes | |
| 5.1 | Opinion of Davis Polk & Wardwell LLP | |
| 23.1 | Consent of Davis Polk & Wardwell LLP (contained in Exhibit 5.1) | |
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SIGNATURES
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 | ||||||
| Date: May 4, 2017 | By: | /s/ Rafael R. Lizardi | ||||
| Rafael R. Lizardi | ||||||
| Senior Vice President and Chief Financial Officer | ||||||
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