Freescale Semiconductor, Inc. Announces Offering of $4.35 Billion Senior Notes and $1.6 Billion Senior Subordinated Notes

  
    
  
  
    
      Freescale Semiconductor, Inc. (NYSE:FSL) (NYSE:FSL.B) today announced 
      that Firestone Acquisition Corporation intends to offer an aggregate of 
      $4.35 billion principal amount of senior notes, comprised of floating 
      rate notes, fixed rate notes and PIK-election notes, and $1.6 billion of 
      senior subordinated notes. The consummation of the notes offerings is 
      subject to market and other conditions including, without limitation, 
      the closing of the merger described below.
    
    
      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 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.
    
    
      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 failure to obtain Freescale's stockholder approval, 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 Semiconductor, Inc. (NYSE:FSL) (NYSE:FSL.B) today
announced that Firestone Acquisition Corporation intends to offer an
aggregate of $4.35 billion principal amount of senior notes, comprised
of floating rate notes, fixed rate notes and PIK-election notes, and
$1.6 billion of senior subordinated notes. The consummation of the
notes offerings is subject to market and other conditions including,
without limitation, the closing of the merger described below.

   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 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.

   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 failure to obtain
Freescale's stockholder approval, 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.