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TEXAS INSTRUMENTS

(TXN)
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TEXAS INSTRUMENTS INC : Other Events, Financial Statements and Exhibits (form 8-K)

09/15/2021 | 04:08pm EDT

Item 8.01. Other Events

Issuance of $1,500,000,000 of Notes

On September 15, 2021, Texas Instruments Incorporated ("Texas Instruments") consummated the issuance and sale of $500,000,000 aggregate principal amount of its 1.125% Notes due 2026, $500,000,000 aggregate principal amount of its 1.900% Notes due 2031 and $500,000,000 aggregate principal amount of its 2.700% Notes due 2051 (collectively, the "Notes"), pursuant to an underwriting agreement filed herewith as Exhibit 1.1 dated September 7, 2021 among Texas Instruments and Barclays Capital Inc., J.P. Morgan Securities LLC and MUFG Securities Americas Inc., as representatives of the several underwriters named therein. The Notes were 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 Notes were offered pursuant to Texas Instruments' Registration Statement on Form S-3 filed on February 22, 2019 (Reg. No. 333-229797), including the prospectus contained therein, and a related preliminary prospectus supplement dated September 7, 2021 and a prospectus supplement dated September 7, 2021.

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-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
  No.                                    Description

1.1           Underwriting Agreement dated September 7, 2021 among Barclays
            Capital Inc., J.P. Morgan Securities 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)

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

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