Davis Polk advised Texas Instruments Incorporated on its SEC-registered debt offering of $3.5 billion aggregate principal amount of notes, consisting of $1 billion of floating-rate notes due 2013, $500 million of 0.875% notes due 2013, $1 billion of 1.375% notes due 2014 and $1 billion of 2.375% notes due 2016. The transaction represents the first debt offering by Texas Instruments in nearly 12 years. The offering was made through an underwriting syndicate led by Morgan Stanley & Co. Incorporated, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc.

Texas Instruments designs and makes semiconductors that it sells to electronics designers and manufacturers all over the world. It began operations in 1930 and has design, manufacturing or sales operations in more than 30 countries. In 2010, Texas Instruments was the world’s fourth-largest semiconductor company by revenue. Texas Instruments intends to use the proceeds of the offering primarily to fund its acquisition of National Semiconductor Corporation. 

The Davis Polk corporate team included partner Bruce K. Dallas and associates Daniel J. Luskin and Nicholas J. Dashman. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa provided tax advice. Cari M. Hebel and Jessica L. Talbot were the legal assistants on the transaction. All members of the Davis Polk team are based in the Menlo Park office.