Freescale and Motorola Announce Pricing of IPO

Freescale Semiconductor and its parent company, Motorola, announced the initial public offering of 121,621,622 shares of Freescale Semiconductor Class A common stock at a price of $13.00 per share, for a total offering of $1.58 billion. Freescale's Class A common stock will be listed on the New York Stock Exchange under the symbol "FSL."



Freescale Semiconductor has granted the underwriters a 30-day option to purchase up to 18,243,243 additional Class A common shares at the initial public offering price. The global coordinator for the initial public offering is Goldman, Sachs & Co. The joint book-running managers for the initial public offering are Goldman, Sachs & Co., Citigroup Global Markets Inc. and J.P. Morgan Securities Inc.



All of the shares of Class A common stock in the initial public offering are being sold by Freescale Semiconductor. Motorola will own all of Freescale Semiconductor's outstanding shares of Class B common stock. Holders of Class A common stock are entitled to one vote per share while holders of Class B common stock are entitled to five votes per share on all matters to be voted on by stockholders. Upon completion of the initial public offering, the Class B common stock owned by Motorola will represent 92.0% of the total voting power of Freescale Semiconductor's common stock (90.9% if the underwriters' over-allotment option is exercised in full).



Freescale also announced the offering of senior debt securities with an aggregate principal amount of $1.25 billion. The debt securities consist of $400 million floating rate notes due 2009, $350 million 6.875% notes due 2011 and $500 million 7.125% notes due 2014.



Gross proceeds from the equity and debt offerings were $2.83 billion. Freescale Semiconductor expects to distribute to Motorola approximately $1 billion.



Further details are online. http://www.freescale.com