Freescale Semiconductor Announces Tender Offers and Consent Solicitations for Freescale's Outstanding 6.875% Senior Notes due 20

  
    
  
  
    
      Freescale Semiconductor, Inc. (NYSE:FSL) (NYSE:FSL.B), announced today 
      that it is commencing tender offers for its $350 million aggregate 
      outstanding principal amount of 6.875% Senior Notes due 2011 and its 
      $500 million aggregate outstanding principal amount of 7.125% Senior 
      Notes due 2014 (together, the “Notes”). 
      In connection with the tender offers, Freescale is soliciting consents 
      to proposed amendments that would, among other things, eliminate most of 
      the restrictive covenants and certain of the events of default contained 
      in the indenture governing the Notes. The tender offers will expire at 
      5:00 p.m., prevailing eastern time, on November 21, 2006, unless either 
      or both tender offers are earlier terminated or extended (such date and 
      time, the “Expiration Date”). 
      In order to receive the consent payment, which is included in the total 
      consideration, holders must tender their Notes and consent to the 
      proposed amendments at or prior to 5:00 p.m., prevailing eastern time, 
      on November 3, 2006, unless the time and date for either or both 
      consents is extended (such date and time, the “Consent 
      Date”).
    
    
      Both tender offers and consent solicitations are being made pursuant to 
      the terms and subject to the conditions set forth in an Offer to 
      Purchase and Consent Solicitation Statement, dated October 23, 2006 (the “Statement”). 
      The Statement contains a description of the specific terms and 
      conditions of the tender offers and consent solicitations. Subject to 
      certain exceptions set forth in the Statement, tenders of Notes may be 
      withdrawn and consents may be revoked at any time until the applicable 
      Consent Date, but not thereafter.
    
    
      Subject to the terms and conditions in the Statement, Freescale will pay 
      each Holder who validly consents to the applicable proposed amendments 
      at or prior to 5:00 p.m., prevailing eastern time, on the applicable 
      Consent Date, $30.00 in cash per $1,000 principal amount of the Notes 
      (the “Consent Payment”) 
      for which consents have been validly delivered and not validly revoked 
      at or prior to 5:00 p.m., prevailing eastern time, on the applicable 
      Consent Date, payable on the applicable settlement date.
    
    
      As more fully described in the Statement, the total consideration for 
      each $1,000 principal amount of each series of Notes validly tendered 
      pursuant to the applicable tender offer and accepted for payment on the 
      applicable settlement date and consents delivered pursuant to the 
      applicable solicitation and not validly withdrawn or revoked at or prior 
      to 5:00 p.m., prevailing eastern time, on the applicable Consent Date, 
      will be determined with respect to each series of Notes on the basis of 
      a yield to the applicable First Call Date (as defined in the Statement) 
      equal to the sum of the bid-side yield on the applicable reference 
      treasury security with respect to such series of Notes as calculated by 
      the Dealer Managers in accordance with standard market practice plus the 
      applicable fixed spread of 50 basis points. The total consideration 
      applicable to a series of Notes includes the Consent Payment applicable 
      to such series of Notes and is payable on the applicable settlement 
      date. In addition, any holders who validly tender and do not validly 
      withdraw their Notes in the tender offers will receive accrued and 
      unpaid interest from the last interest payment date to, but not 
      including, the settlement date with respect to such series of Notes, 
      payable on the applicable settlement date. Subject to the terms and 
      conditions in the Statement, the settlement date for each tender offer 
      is expected to occur promptly following the applicable Expiration Date.
    
    
      Each tender offer is conditioned upon the satisfaction of certain 
      conditions, including, among other things, there being validly tendered 
      and not withdrawn at least a majority in aggregate principal amount of 
      the outstanding Notes of each applicable series and the receipt of the 
      requisite consents for each applicable series of Notes, execution of the 
      applicable supplemental indenture providing for the applicable proposed 
      amendments and the consummation of the merger pursuant to the previously 
      announced Agreement and Plan of Merger, dated as of September 15, 2006, 
      by and among Freescale, Firestone Holdings LLC and Firestone Acquisition 
      Corporation.
    
    
      Each of Credit Suisse Securities (USA) LLC and Citigroup Corporate and 
      Investment Banking has been retained as a Dealer Manager in connection 
      with the tender offers and as a Solicitation Agent in connection with 
      the consent solicitations. Any questions or requests for assistance may 
      be directed to either Credit Suisse Securities (USA) LLC by telephone at 
      [phone] (U.S. toll-free) or [phone] (collect), or 
      Citigroup Corporate and Investment Banking by telephone at (800) 
      558-3745 (U.S. toll-free) or [phone] (collect). D.F. King & Co., 
      Inc. has been retained as Tender Agent and as Information Agent in 
      connection with the tender offers and consent solicitations. Requests 
      for additional copies of the Statement or any other document may be 
      directed to D.F. King & Co., Inc. by telephone at [phone] (U.S. 
      toll-free), or in writing at 48 Wall Street, New York, New York 10005.
    
    
      The tender offers and consent solicitations are being made solely by 
      means of the Statement. Under no circumstances shall this press release 
      constitute an offer to purchase or the solicitation of an offer to sell 
      the Notes or any other securities of Freescale. In any jurisdiction 
      where the laws require the tender offers or consent solicitations to be 
      made by a licensed broker or dealer, the tender offers or consent 
      solicitations shall be deemed made on behalf of Freescale by Credit 
      Suisse Securities (USA) LLC or Citigroup Global Markets Inc. or one or 
      more registered brokers or dealers under the laws of such jurisdiction.
    
    
      About Freescale Semiconductor
    
    
      Freescale Semiconductor, Inc. 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.
    
    
      Freescale(TM) and the Freescale logo are trademarks of Freescale 
      Semiconductor, Inc. The Power Architecture and Power.org wordmarks and 
      the Power and Power.org logos and related marks are trademarks and 
      service marks licensed by Power.org. All other product or service names 
      are the property of their respective owners.
    
    
      Caution Regarding Forward-Looking Statements
    
    
      This press release contains “forward-looking 
      statements” within the meaning of the Private 
      Securities Litigation Reform Act of 1995. 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. The forward-looking 
      statements contained in this press release include statements about 
      Freescale’s intention to commence the tender 
      offers for all of the Notes, the consideration for each series of Notes 
      and the anticipated timing of the tender offers. 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. For example, if holders of 
      Notes do not tender their Notes or deliver valid corresponding consents 
      to the proposed amendments, the tender offers will not be consummated. 
      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 tender 
      offers will be completed, costs and potential litigation associated with 
      the tender offers, the inability to obtain or meet specific conditions 
      imposed for the tender offers, the failure of to meet the closing 
      conditions and to consummate the Merger, the extent and timing of 
      regulatory approvals and the risk factors discussed from time to time by 
      Freescale in reports filed with the Securities and Exchange Commission 
      (the “SEC”). We 
      urge you to carefully consider the risks which are described in Freescale’s 
      Annual Report on Form 10-K for the year ended December 31, 2005, 
      Quarterly Report on Form 10-Q for the quarter ended September 29, 2006 
      and in Freescale’s other SEC filings. 
      Freescale undertakes no obligation to publicly update any 
      forward-looking statement, whether as a result of new information, 
      future developments or otherwise.
    
  
Freescale Semiconductor, Inc. (NYSE:FSL) (NYSE:FSL.B), announced
today that it is commencing tender offers for its $350 million
aggregate outstanding principal amount of 6.875% Senior Notes due 2011
and its $500 million aggregate outstanding principal amount of 7.125%
Senior Notes due 2014 (together, the "Notes"). In connection with the
tender offers, Freescale is soliciting consents to proposed amendments
that would, among other things, eliminate most of the restrictive
covenants and certain of the events of default contained in the
indenture governing the Notes. The tender offers will expire at 5:00
p.m., prevailing eastern time, on November 21, 2006, unless either or
both tender offers are earlier terminated or extended (such date and
time, the "Expiration Date"). In order to receive the consent payment,
which is included in the total consideration, holders must tender
their Notes and consent to the proposed amendments at or prior to 5:00
p.m., prevailing eastern time, on November 3, 2006, unless the time
and date for either or both consents is extended (such date and time,
the "Consent Date").

   Both tender offers and consent solicitations are being made
pursuant to the terms and subject to the conditions set forth in an
Offer to Purchase and Consent Solicitation Statement, dated October
23, 2006 (the "Statement"). The Statement contains a description of
the specific terms and conditions of the tender offers and consent
solicitations. Subject to certain exceptions set forth in the
Statement, tenders of Notes may be withdrawn and consents may be
revoked at any time until the applicable Consent Date, but not
thereafter.

   Subject to the terms and conditions in the Statement, Freescale
will pay each Holder who validly consents to the applicable proposed
amendments at or prior to 5:00 p.m., prevailing eastern time, on the
applicable Consent Date, $30.00 in cash per $1,000 principal amount of
the Notes (the "Consent Payment") for which consents have been validly
delivered and not validly revoked at or prior to 5:00 p.m., prevailing
eastern time, on the applicable Consent Date, payable on the
applicable settlement date.

   As more fully described in the Statement, the total consideration
for each $1,000 principal amount of each series of Notes validly
tendered pursuant to the applicable tender offer and accepted for
payment on the applicable settlement date and consents delivered
pursuant to the applicable solicitation and not validly withdrawn or
revoked at or prior to 5:00 p.m., prevailing eastern time, on the
applicable Consent Date, will be determined with respect to each
series of Notes on the basis of a yield to the applicable First Call
Date (as defined in the Statement) equal to the sum of the bid-side
yield on the applicable reference treasury security with respect to
such series of Notes as calculated by the Dealer Managers in
accordance with standard market practice plus the applicable fixed
spread of 50 basis points. The total consideration applicable to a
series of Notes includes the Consent Payment applicable to such series
of Notes and is payable on the applicable settlement date. In
addition, any holders who validly tender and do not validly withdraw
their Notes in the tender offers will receive accrued and unpaid
interest from the last interest payment date to, but not including,
the settlement date with respect to such series of Notes, payable on
the applicable settlement date. Subject to the terms and conditions in
the Statement, the settlement date for each tender offer is expected
to occur promptly following the applicable Expiration Date.

   Each tender offer is conditioned upon the satisfaction of certain
conditions, including, among other things, there being validly
tendered and not withdrawn at least a majority in aggregate principal
amount of the outstanding Notes of each applicable series and the
receipt of the requisite consents for each applicable series of Notes,
execution of the applicable supplemental indenture providing for the
applicable proposed amendments and the consummation of the merger
pursuant to the previously announced Agreement and Plan of Merger,
dated as of September 15, 2006, by and among Freescale, Firestone
Holdings LLC and Firestone Acquisition Corporation.

   Each of Credit Suisse Securities (USA) LLC and Citigroup Corporate
and Investment Banking has been retained as a Dealer Manager in
connection with the tender offers and as a Solicitation Agent in
connection with the consent solicitations. Any questions or requests
for assistance may be directed to either Credit Suisse Securities
(USA) LLC by telephone at [phone] (U.S. toll-free) or (212)
325-7596 (collect), or Citigroup Corporate and Investment Banking by
telephone at [phone] (U.S. toll-free) or [phone]
(collect). D.F. King & Co., Inc. has been retained as Tender Agent and
as Information Agent in connection with the tender offers and consent
solicitations. Requests for additional copies of the Statement or any
other document may be directed to D.F. King & Co., Inc. by telephone
at [phone] (U.S. toll-free), or in writing at 48 Wall Street,
New York, New York 10005.

   The tender offers and consent solicitations are being made solely
by means of the Statement. Under no circumstances shall this press
release constitute an offer to purchase or the solicitation of an
offer to sell the Notes or any other securities of Freescale. In any
jurisdiction where the laws require the tender offers or consent
solicitations to be made by a licensed broker or dealer, the tender
offers or consent solicitations shall be deemed made on behalf of
Freescale by Credit Suisse Securities (USA) LLC or Citigroup Global
Markets Inc. or one or more registered brokers or dealers under the
laws of such jurisdiction.

   About Freescale Semiconductor

   Freescale Semiconductor, Inc. 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.

   Freescale(TM) and the Freescale logo are trademarks of Freescale
Semiconductor, Inc. The Power Architecture and Power.org wordmarks and
the Power and Power.org logos and related marks are trademarks and
service marks licensed by Power.org. All other product or service
names are the property of their respective owners.

   Caution Regarding Forward-Looking Statements

   This press release contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995.
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. The forward-looking statements contained in this press
release include statements about Freescale's intention to commence the
tender offers for all of the Notes, the consideration for each series
of Notes and the anticipated timing of the tender offers.
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. For example, if
holders of Notes do not tender their Notes or deliver valid
corresponding consents to the proposed amendments, the tender offers
will not be consummated. 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 tender offers will be completed, costs and potential
litigation associated with the tender offers, the inability to obtain
or meet specific conditions imposed for the tender offers, the failure
of to meet the closing conditions and to consummate the Merger, the
extent and timing of regulatory approvals and the risk factors
discussed from time to time by Freescale in reports filed with the
Securities and Exchange Commission (the "SEC"). We urge you to
carefully consider the risks which are described in Freescale's Annual
Report on Form 10-K for the year ended December 31, 2005, Quarterly
Report on Form 10-Q for the quarter ended September 29, 2006 and in
Freescale's other SEC filings. Freescale undertakes no obligation to
publicly update any forward-looking statement, whether as a result of
new information, future developments or otherwise.