Freescale Semiconductor Announces Pricing of Notes Offering in Connection with Merger

  
    
  
  
    
      Freescale Semiconductor, Inc. (NYSE:FSL) (NYSE:FSL.B) today announced 
      the pricing of the private offering by Firestone Acquisition Corporation 
      of its senior and senior subordinated notes. The offering consists of 
      $500 million principal amount of senior floating rate notes due 2014 
      that will bear interest at a rate of three-month LIBOR plus 387.5 basis 
      points; $1.5 billion principal amount of 9 1/8% / 9 7/8% senior 
      PIK-election notes due 2014; $2.35 billion principal amount of 8 7/8% 
      senior fixed rate notes due 2014; and $1.6 billion principal amount of 
      10 1/8% senior subordinated notes due 2016.
    
    
      Firestone Acquisition Corporation was formed in connection with Freescale’s 
      previously announced agreement to merge with an entity controlled by 
      affiliates of a private equity consortium led by The Blackstone Group 
      and including The Carlyle Group, Permira and Texas Pacific Group. The 
      notes will be issued by Firestone Acquisition Corporation. Freescale 
      will assume all of the obligations under the notes upon consummation of 
      the merger. The net proceeds from the offering of the notes, together 
      with other financing sources, will be used to consummate the merger and 
      related transactions. The sale of the notes and the merger are expected 
      to close on December 1, 2006, subject to certain closing conditions.
    
    
      The notes will not be registered under the Securities Act of 1933, as 
      amended, and, unless so registered, may not be offered or sold in the 
      United States absent registration or an applicable exemption from, or in 
      a transaction not subject to, the registration requirements of the 
      Securities Act and other applicable securities laws.
    
    
      This press release shall not constitute an offer to sell or the 
      solicitation of an offer to buy, nor shall there be any sale of the 
      notes in any jurisdiction in which such offer, solicitation or sale 
      would be unlawful prior to registration or qualification under the 
      securities laws of any such jurisdiction.
    
    
      About Freescale Semiconductor
    
    
      Freescale Semiconductor, Inc. (NYSE:FSL) (NYSE:FSL.B) is a global leader 
      in the design and manufacture of embedded semiconductors for the 
      automotive, consumer, industrial, networking and wireless markets. 
      Freescale became a publicly traded company in July 2004. The company is 
      based in Austin, Texas, and has design, research and development, 
      manufacturing or sales operations in more than 30 countries. Freescale, 
      a member of the S&P 500®, is one of the 
      world’s largest semiconductor companies with 
      2005 sales of $5.8 billion (USD). www.freescale.com.
    
    
      Caution Regarding Forward-Looking Statements
    
    
      This press release contains “forward-looking 
      statements” within the meaning of the Private 
      Securities Litigation Reform Act of 1995, including with respect to the 
      offering and sale of the notes and the consummation of the merger. 
      Forward-looking statements may be identified by words such as expects, 
      anticipates, plans, believes, estimates, will or words of similar 
      meaning and include statements regarding the plans and expectations for 
      the future. Forward-looking statements are based on management’s 
      current expectations and assumptions, which are subject to inherent 
      uncertainties, risks and changes in circumstances that are difficult to 
      predict and could cause actual outcomes to differ materially from the 
      expectations of Freescale and its management. The following factors, 
      among others, could cause actual results to differ materially from those 
      described in the forward-looking statements: risks associated with 
      uncertainty as to whether the transaction will be completed, costs and 
      potential litigation associated with the transaction, the inability to 
      obtain, or meet specific conditions imposed for applicable regulatory 
      approvals relating to the transaction, the failure of either party to 
      meet the closing conditions set forth in the merger agreement, the 
      extent and timing of regulatory approvals and the risk factors discussed 
      from time to time by the company in reports filed with the Securities 
      and Exchange Commission. Freescale undertakes no obligation to publicly 
      update any forward-looking statement, whether as a result of new 
      information, future developments or otherwise.
    
    
      Freescale™ and the Freescale logo 
      are trademarks of Freescale Semiconductor, Inc. All other product or 
      service names are the property of their respective owners. © 
      Freescale Semiconductor, Inc. 2006.
    
  
Freescale Semiconductor, Inc. (NYSE:FSL) (NYSE:FSL.B) today
announced the pricing of the private offering by Firestone Acquisition
Corporation of its senior and senior subordinated notes. The offering
consists of $500 million principal amount of senior floating rate
notes due 2014 that will bear interest at a rate of three-month LIBOR
plus 387.5 basis points; $1.5 billion principal amount of 9 1/8% / 9
7/8% senior PIK-election notes due 2014; $2.35 billion principal
amount of 8 7/8% senior fixed rate notes due 2014; and $1.6 billion
principal amount of 10 1/8% senior subordinated notes due 2016.

   Firestone Acquisition Corporation was formed in connection with
Freescale's previously announced agreement to merge with an entity
controlled by affiliates of a private equity consortium led by The
Blackstone Group and including The Carlyle Group, Permira and Texas
Pacific Group. The notes will be issued by Firestone Acquisition
Corporation. Freescale will assume all of the obligations under the
notes upon consummation of the merger. The net proceeds from the
offering of the notes, together with other financing sources, will be
used to consummate the merger and related transactions. The sale of
the notes and the merger are expected to close on December 1, 2006,
subject to certain closing conditions.

   The notes will not be registered under the Securities Act of 1933,
as amended, and, unless so registered, may not be offered or sold in
the United States absent registration or an applicable exemption from,
or in a transaction not subject to, the registration requirements of
the Securities Act and other applicable securities laws.

   This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the
notes in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.

   About Freescale Semiconductor

   Freescale Semiconductor, Inc. (NYSE:FSL) (NYSE:FSL.B) is a global
leader in the design and manufacture of embedded semiconductors for
the automotive, consumer, industrial, networking and wireless markets.
Freescale became a publicly traded company in July 2004. The company
is based in Austin, Texas, and has design, research and development,
manufacturing or sales operations in more than 30 countries.
Freescale, a member of the S&P 500(R), is one of the world's largest
semiconductor companies with 2005 sales of $5.8 billion (USD).
www.freescale.com.

   Caution Regarding Forward-Looking Statements

   This press release contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995,
including with respect to the offering and sale of the notes and the
consummation of the merger. Forward-looking statements may be
identified by words such as expects, anticipates, plans, believes,
estimates, will or words of similar meaning and include statements
regarding the plans and expectations for the future. Forward-looking
statements are based on management's current expectations and
assumptions, which are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and could cause
actual outcomes to differ materially from the expectations of
Freescale and its management. The following factors, among others,
could cause actual results to differ materially from those described
in the forward-looking statements: risks associated with uncertainty
as to whether the transaction will be completed, costs and potential
litigation associated with the transaction, the inability to obtain,
or meet specific conditions imposed for applicable regulatory
approvals relating to the transaction, the failure of either party to
meet the closing conditions set forth in the merger agreement, the
extent and timing of regulatory approvals and the risk factors
discussed from time to time by the company in reports filed with the
Securities and Exchange Commission. Freescale undertakes no obligation
to publicly update any forward-looking statement, whether as a result
of new information, future developments or otherwise.

   Freescale(TM) and the Freescale logo are trademarks of Freescale
Semiconductor, Inc. All other product or service names are the
property of their respective owners. (C) Freescale Semiconductor, Inc.
2006.