Fitch Maintains Freescale on Watch Positive Ahead of Merger with NXP

CHICAGO--(BUSINESS WIRE)-- Fitch Ratings maintains Freescale Semiconductor, Inc. (Freescale) on Rating Watch Positive in anticipation of the company's planned merger with NXP Semiconductor N.V. (NXP). This rating action affects $5.3 billion of total debt for Freescale, including the revolving credit facility (RCF). A full list of current ratings for Freescale follows at the end of this release.

This press release and the maintenance of the Rating Watch is in accordance with Fitch's guidelines related to the review of Rating Watch status. They follow Fitch's placement of the company's ratings on Watch Positive on March 2, 2015.

KEY RATING DRIVERS

Upon consummation of the merger, Fitch expects to resolve the Watch Positive and upgrade Freescale's ratings to high-'BB' or low-'BBB', equal to the level at which Fitch would rate the combined entity. Fitch believes the post-merger entity will have strong positions in growing markets, a credible cost reduction roadmap to support profit margin expansion and strong annual free cash flow (FCF) providing a clear path for strengthened credit protection measures from debt reduction.

Fitch expects low- to mid-single digit organic revenue growth over the intermediate term for the combined entity, which will be a high performance mixed signal semiconductor supplier with number one market share in automotive semiconductors, microcontrollers, and radio frequency (RF) power. The company should benefit from increasing electronics content and unit growth in automotive and demand for secure connectivity across applications ranging from government documents to electronic payment systems.

Fitch expects $500 million of run rate annual synergies (comprised of increased buying power and elimination of duplicate administrative functions) will drive profitability expansion for the combined entity. Fitch expects operating EBITDA margins will remain in the high-20s, versus Freescale's standalone margin in the mid-20s. In conjunction with solid revenue growth, Fitch expects $1.5 billion to $2 billion of annual FCF, which the company will use mainly for debt reduction in the near term. Upon achieving a target net leverage of 2x, Fitch expects shareholder returns may intensify.

Fitch expects credit protection measures will strengthen in 2016 and remain solid. Total leverage (total debt to operating EBITDA) for the combined entity below 3x in 2016 from debt reduction with FCF, versus roughly 3x at the merger's close. Fitch expects Interest Coverage (operating EBITDA to gross interest expense) of more than 10x exiting 2016, versus high single digits at closing.

Freescale entered into a definitive agreement to merge with NXP in a transaction valuing Freescale's equity at $11.8 billion. NXP will fund the transaction with a combination $1 billion of available cash, $1 billion of new debt and stock that will give Freescale shareholders just below 32% ownership of the combined company. The deal is expected to close in the fourth quarter of 2015 and has been approved by the boards and shareholders of both companies. The deal has been cleared by all regulators with the exception of the Euro zone.

KEY ASSUMPTIONS

Fitch's key assumptions within the rating case for combined entity include:

--The merger is completed in the fourth quarter of 2015;

--Revenue growth in the low to mid-single digits over the intermediate term, from growing automotive electronics content and increased secured connectivity penetration;

--Operating EBIT margin in the mid- to high-20s, driven by higher revenues and cost savings from headcount reductions and increased purchasing power;

--$1.5 billion to $2 billion of annual FCF, which the company will use for debt reduction until net leverage reaches 2x in 2016.

RATING SENSITIVITIES

Fitch believes positive rating action will occur upon consummation of the merger, potentially resulting in a Long-Term IDR of 'BB+' or 'BBB-'.

Negative rating actions, including stabilization of the Long-Term IDR at 'B+', could occur if the proposed merger falls through, and Fitch expects standalone Freescale's FCF to fall short of expectations of $250 million.

LIQUIDITY

Pro forma for the merger, Fitch expects liquidity to be solid and supported by:

--$1 billion to $2 billion of cash and cash equivalents, the vast majority of which will be readily available given NXP's European domicile;

--An undrawn $600 million senior secured credit facility expiring 2020, which will be secured on a super priority basis.

Fitch's expectation for $1.5 billion to $2 billion of FCF also supports liquidity.

Fitch estimates total debt at consummation of $8 billion to $9 billion and will include i) $1.5 billion to $2 billion of senior secured term loan B, incremental borrowings to fund the acquisition; ii) $1.5 billion of senior secured notes from Freescale; and roughly $5.2 billion of existing NXP debt.

FULL LIST OF RATING ACTIONS

Fitch maintains the following ratings on Rating Watch Positive:

Freescale

--Long-term IDR 'B+';

--Senior secured bank revolving credit facility 'BB-/RR3';

--Senior secured term loans 'BB-/RR3';

--Senior secured notes 'BB-/RR3'.

Additional information is available on www.fitchratings.com

Applicable Criteria

Corporate Rating Methodology - Including Short-Term Ratings and Parent and Subsidiary Linkage (pub. 17 Aug 2015)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=869362

Additional Disclosures

Solicitation Status

https://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=990196

Endorsement Policy

https://www.fitchratings.com/jsp/creditdesk/PolicyRegulation.faces?context=2&detail=31

ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: HTTP://FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S PUBLIC WEBSITE 'WWW.FITCHRATINGS.COM'. PUBLISHED RATINGS, CRITERIA AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE 'CODE OF CONDUCT' SECTION OF THIS SITE. FITCH MAY HAVE PROVIDED ANOTHER PERMISSIBLE SERVICE TO THE RATED ENTITY OR ITS RELATED THIRD PARTIES. DETAILS OF THIS SERVICE FOR RATINGS FOR WHICH THE LEAD ANALYST IS BASED IN AN EU-REGISTERED ENTITY CAN BE FOUND ON THE ENTITY SUMMARY PAGE FOR THIS ISSUER ON THE FITCH WEBSITE.

View source version on businesswire.com: http://www.businesswire.com/news/home/20150831006269/en/

Fitch Ratings
Primary Analyst
Jason Pompeii, +1-312-368-3210
Senior Director
Fitch Ratings, Inc.
70 W. Madison Street
Chicago, IL 60602
or
Secondary Analyst
David Peterson, +1-312-368-3177
Senior Director
or
Committee Chairperson
Michael Weaver, +1-312-368-3156
Managing Director
or
Media Relations, New York
Alyssa Castelli, +1-212-908-0540
[email protected]

Source: Fitch Ratings

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