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FSL > SEC Filings for FSL > Form 8-K on 29-Oct-2013All Recent SEC Filings




Other Events

Item 8.01 Other Events.

Freescale Semiconductor, Inc. ("Freescale"), a wholly owned indirect subsidiary of Freescale Semiconductor, Ltd., has priced the previously announced private offering of its senior secured notes. The offering consists of $960 million aggregate principal amount of its 6.000% senior secured notes due 2022 (the "Notes"). The sale of the Notes is expected to close on November 1, 2013, subject to certain closing conditions. Freescale intends to use all of the net proceeds of the offering to redeem $884 million principal amount of its outstanding 9% Senior Secured Notes due 2018 (the "9% Notes"), which represents all outstanding 9% Notes, in accordance with the indenture governing the 9% Notes and to pay the related redemption premium and fees. Freescale will pay for a portion of its expenses with cash on hand. The purposes of the offering and application of the proceeds are to extend a portion of Freescale's debt maturities from 2018 to 2022 and to reduce interest expense.

This Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these securities in any state in which such offer, solicitation or sale would be unlawful. These securities will not be registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws.

Cautionary Note Regarding Forward Looking Statements

This Form 8-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to the closing of the senior secured notes offering, the anticipated issuance of the senior secured notes by Freescale, the redemption of certain senior secured 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 Form 8-K.

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