0000899243-15-009558.txt : 20151209 0000899243-15-009558.hdr.sgml : 20151209 20151209172335 ACCESSION NUMBER: 0000899243-15-009558 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151207 FILED AS OF DATE: 20151209 DATE AS OF CHANGE: 20151209 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Freescale Semiconductor, Ltd. CENTRAL INDEX KEY: 0001392522 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 980522138 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: CLARENDON HOUSE STREET 2: 2 CHURCH STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 BUSINESS PHONE: 512-895-2000 MAIL ADDRESS: STREET 1: 6501 WILLIAM CANNON DRIVE WEST CITY: AUSTIN STATE: TX ZIP: 78735 FORMER COMPANY: FORMER CONFORMED NAME: Freescale Semiconductor Holdings I, Ltd. DATE OF NAME CHANGE: 20070308 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Carlyle Holdings II L.P. CENTRAL INDEX KEY: 0001548630 STATE OF INCORPORATION: A8 FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35184 FILM NUMBER: 151279082 BUSINESS ADDRESS: STREET 1: C/O THE CARLYLE GROUP L.P. STREET 2: 1001 PENNSYLVANIA AVENUE, NW CITY: WASHINGTON STATE: DC ZIP: 20004-2505 BUSINESS PHONE: 202-729-5626 MAIL ADDRESS: STREET 1: C/O THE CARLYLE GROUP L.P. STREET 2: 1001 PENNSYLVANIA AVENUE, NW CITY: WASHINGTON STATE: DC ZIP: 20004-2505 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Carlyle Holdings II GP L.L.C. CENTRAL INDEX KEY: 0001548629 STATE OF INCORPORATION: DE FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35184 FILM NUMBER: 151279083 BUSINESS ADDRESS: STREET 1: C/O THE CARLYLE GROUP L.P. STREET 2: 1001 PENNSYLVANIA AVENUE, NW CITY: WASHINGTON STATE: DC ZIP: 20004-2505 BUSINESS PHONE: 202-729-5626 MAIL ADDRESS: STREET 1: C/O THE CARLYLE GROUP L.P. STREET 2: 1001 PENNSYLVANIA AVENUE, NW CITY: WASHINGTON STATE: DC ZIP: 20004-2505 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TC Group Cayman Investment Holdings Sub L.P. CENTRAL INDEX KEY: 0001548636 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35184 FILM NUMBER: 151279085 BUSINESS ADDRESS: STREET 1: C/O WALKER CORPORATE SERVICES LIMITED STREET 2: 190 ELGIN AVENUE CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9001 BUSINESS PHONE: 202-729-5438 MAIL ADDRESS: STREET 1: C/O WALKER CORPORATE SERVICES LIMITED STREET 2: 190 ELGIN AVENUE CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TC Group Cayman Investment Holdings, L.P. CENTRAL INDEX KEY: 0001475444 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35184 FILM NUMBER: 151279086 BUSINESS ADDRESS: STREET 1: C/O WALKERS CORPORATE SERVICES LIMITED STREET 2: 190 ELGIN AVENUE CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9001 BUSINESS PHONE: (202) 729-5438 MAIL ADDRESS: STREET 1: C/O WALKERS CORPORATE SERVICES LIMITED STREET 2: 190 ELGIN AVENUE CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Carlyle Group Management L.L.C. CENTRAL INDEX KEY: 0001548624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35184 FILM NUMBER: 151279087 BUSINESS ADDRESS: STREET 1: C/O THE CARLYLE GROUP L.P. STREET 2: 1001 PENNSYLVANIA AVENUE, NW CITY: WASHINGTON STATE: DC ZIP: 20004-2505 BUSINESS PHONE: 202-729-5626 MAIL ADDRESS: STREET 1: C/O THE CARLYLE GROUP L.P. STREET 2: 1001 PENNSYLVANIA AVENUE, NW CITY: WASHINGTON STATE: DC ZIP: 20004-2505 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Carlyle Group L.P. CENTRAL INDEX KEY: 0001527166 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35184 FILM NUMBER: 151279084 BUSINESS ADDRESS: STREET 1: C/O THE CARLYLE GROUP STREET 2: 1001 PENNSYLVANIA AVENUE, N.W. CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: 202 729 5626 MAIL ADDRESS: STREET 1: C/O THE CARLYLE GROUP STREET 2: 1001 PENNSYLVANIA AVENUE, N.W. CITY: WASHINGTON STATE: DC ZIP: 20004 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-12-07 1 0001392522 Freescale Semiconductor, Ltd. FSL 0001548624 Carlyle Group Management L.L.C. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. WASHINGTON DC 20004 0 0 1 0 0001475444 TC Group Cayman Investment Holdings, L.P. C/O INTERTRUST CORPORATE SERVICES LTD., 190 ELGIN AVENUE, GEORGE TOWN, GRAND CAYMAN E9 KY1-9005 CAYMAN ISLANDS 0 0 1 0 0001548636 TC Group Cayman Investment Holdings Sub L.P. C/O INTERTRUST CORPORATE SERVICES LTD., 190 ELGIN AVENUE, GEORGE TOWN, GRAND CAYMAN E9 KY1-9005 CAYMAN ISLANDS 0 0 1 0 0001527166 Carlyle Group L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220 S WASHINGTON DC 20004-2505 0 0 1 0 0001548629 Carlyle Holdings II GP L.L.C. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S WASHINGTON DC 20004 0 0 1 0 0001548630 Carlyle Holdings II L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S WASHINGTON DC 20004 0 0 1 0 Common Shares 2015-12-07 4 D 0 31315416.1 D 0 I See footnotes On December 4, 2015, Freescale Holdings L.P. made a distribution of all of the Freescale Shares held by its to its limited partners, including 31,315,416.1 Freescale Shares (as defined below) to entities that are directly or indirectly controlled by the Reporting Persons and certain of their affiliates, as reported on the Form 4 filed by Freescale Holdings L.P. on December 8, 2015. Freescale Holdings L.P. was the direct holder of 196,980,050 Freescale Shares, which were previously reported as beneficially owned by the Reporting Persons. Disposed of pursuant to the Agreement and Plan of Merger, dated as of March 1, 2015 (the "Merger Agreement"), by and among NXP Semiconductors N.V. ("NXP"), Nimble Acquisition Limited ("Merger Sub") and the Issuer, whereby Merger Sub merged with and into the Issuer with the Issuer surviving the merger as an indirect, wholly-owned subsidiary of NXP (the "Merger"). At the effective time of the Merger, each common share of the Issuer (the "Freescale Shares"), issued and outstanding immediately prior to such time was cancelled (other than Freescale Shares held by the Issuer in treasury or owned by NXP, Merger Sub or any other direct or indirect wholly-owned subsidiary of NXP) and converted into the right to receive $6.25 in cash, without interest, plus 0.3521 of a duly authorized, validly issued and fully paid ordinary share of NXP, par value EUR 0.20 per share (the "NXP Ordinary Shares") (together with cash in lieu of fractional Freescale Shares). The Reporting Persons may be deemed to be beneficial owners of these securities via entities that are directly or indirectly controlled by TC Group Cayman Investment Holdings Sub L.P. Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the managing member of Carlyle Holdings II GP L.L.C., which is the general partner of Carlyle Holdings II L.P., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein, if any. CARLYLE GROUP MANAGEMENT L.L.C., By: Carlyle Group Management L.L.C., its general partner, By: /s/ Jeremy W. Anderson, attorney-in-fact, Name: Daniel D'Aniello, Title: Chairman 2015-12-09 THE CARLYLE GROUP L.P., By: Carlyle Group Management L.L.C., its general partner, By: /s/ Jeremy W. Anderson, attorney-in-fact, Name: Daniel D'Aniello, Title:Chairman 2015-12-09 CARLYLE HOLDINGS II GP L.L.C., By: The Carlyle Group L.P., its managing member, By: Carlyle Group Management L.L.C., its general partner, By: /s/ Jeremy W. Anderson, attorney-in-fact, Name: Daniel D'Aniello, Title: Chairman 2015-12-09 CARLYLE HOLDINGS II L.P., By: /s/ Jeremy W. Anderson, attorney-in-fact, Name: Daniel D'Aniello, Title: Chairman 2015-12-09 TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P., By: Carlyle Holdings II L.P., its general partner, By: /s/ Jeremy W. Anderson, attorney-in-fact, Name: Daniel D'Aniello, Title: Chairman 2015-12-09 TC GROUP CAYMAN INVESTMENT HOLDINGS SUB L.P., By: TC Group Cayman Investment Holdings, L.P., its general partner, By: Carlyle Holdings II L.P., its general partner, By: /s/ Jeremy W. Anderson, attorney-in-fact, Name: Daniel D'Aniello, Title: Chairman 2015-12-09