Freescale Semiconductor, Ltd. (NYSE: FSL) announced today the upsizing and pricing of its previously announced underwritten public offering of 30,000,000 of its common shares, par value $0.01 per share. The size of the offering has been upsized to 35,000,000 common shares and priced at $18.50 per share. The offering is expected to close onFebruary 18, 2014, subject to customary closing conditions. In addition, Freescale has granted the underwriters a 30-day option to purchase up to 5,250,000 additional common shares of Freescale. Freescale intends to contribute all of the net proceeds from the offering to its indirect wholly owned subsidiary and main U.S. operating entity, Freescale Semiconductor, Inc., which intends to use the contributed net proceeds, together with cash on hand, to repay all of its outstanding 10.125% Senior Subordinated Notes due 2016, approximately$276,000,000 aggregate principal amount of its outstanding 8.05% Senior Unsecured Notes due 2020 and all of its outstanding Senior Unsecured Floating Rate Notes due 2014, in each case in accordance with the indenture governing the applicable series of notes, and to pay the related premium, accrued interest and fees. The foregoing does not constitute a notice of redemption for, or an offer to repurchase, any outstanding notes.
Goldman, Sachs & Co., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities, Inc., Barclays Capital Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as joint book-running managers for the offering.
The common shares are being offered pursuant to an effective shelf registration statement on Form S-3 that has been filed with theSecurities and Exchange Commission (the “SEC”). A preliminary prospectus supplement related to the offering has been filed with theSEC and is available on the SEC’s website, http://www.sec.gov. Copies of the prospectus supplement and the accompanying base prospectus related to this offering, when available, may be obtained by contacting Goldman, Sachs & Co., Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316, or by emailing prospectus-ny@ny.email.gs.com;Citigroup Global Markets Inc., Attn: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at 1-800-831-9146; Credit Suisse Securities (USA) LLC, Attn: Prospectus Department, One Madison Avenue, New York, New York 10010, or by telephone at (800) 221-1037, or by email at newyork.prospectus@credit-suisse.com; Deutsche Bank Securities Inc., Attn: Prospectus Group, 60 Wall Street, New York, New York 10005-2836, telephone: (800) 503-4611 (toll free), e-mail: prospectus.CPDG@db.com;Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY, 11717, Telephone: (888) 603-5847, email: barclaysprospectus@broadridge.com; J.P. Morgan Securities LLC, Attn: Broadridge Financial Solutions, 1155 Long Island Avenue,Edgewood, NY 11717, or by telephone at (866) 803-9204; and Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Cautionary Note Regarding Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to the closing of the common shares offering, the repurchase of certain of Freescale Semiconductor, Inc.’s notes and other statements that are not historical fact. Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect. Actual results and trends in the future may differ materially from those suggested or implied by the forward-looking statements depending on a variety of factors. Some of these factors include market conditions, customary closing conditions and such other risk factors as may be discussed in Freescale Semiconductor, Ltd.’s filings with the Securities and Exchange Commission. We undertake no obligation to update any information contained in this press release.
