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| CIK | 1392522 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Freescale Semiconductor Ltd
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| December 23, 2015 |
FSL / Freescale Semiconductor Ltd / TPG Group Holdings (SBS) Advisors, Inc. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Freescale Semiconductor, Ltd.† (Name of Issuer) Common Shares, par value $0.01 per share (Titles of Class of Securities) G3727Q 101 (CUSIP Number) December 7, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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| December 23, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* FREESCALE SEMICONDUCTOR, LTD.† (Name of Issuer) Common Shares, Par Value $0.01 Per Share (Title of Cl |
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| December 23, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Freescale Semiconductor, Ltd.† (Name of Issuer) Common Shares, par value $0.01 per share (Title of Class of Securities) G3727Q101 (CUSIP Number) December 7, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa |
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| December 23, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Freescale Semiconductor, Ltd.† (Name of Issuer) Common Shares, par value $0.01 per share (Title of Class of Securities) G3727Q101 (CUSIP Number) December 7, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa |
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| December 18, 2015 |
Freescale Semiconductor FORM 15 Form 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-35184 Freescale Semiconductor, Ltd.* (Exact name of registrant a |
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| December 9, 2015 |
FSL / Freescale Semiconductor Ltd / Carlyle Group L.P. - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* FREESCALE SEMICONDUCTOR, LTD. (Name of Issuer) Common Shares, par value $0.01 per share (Title of Class of Securities) G3727Q101 (CUSIP Number) December 7, 2015 (Date of Event which Requires filing of this Statement) Check the appropriate box to |
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| December 8, 2015 |
EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 21, 2015, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12 |
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| December 7, 2015 |
GUARANTY RELATING TO SECURED TERM CREDIT AGREEMENT EX-10.1 Exhibit 10.1 GUARANTY RELATING TO SECURED TERM CREDIT AGREEMENT GUARANTY (this ?Guaranty?) dated as of December 7, 2015, made among the Guarantors listed on the signature pages hereto (each such subsidiary individually, a ?Guarantor? and, collectively with any Person that becomes a ?Guarantor? pursuant to Section 20, the ?Guarantors?), CREDIT SUISSE AG, as Administrative Agent (in such cap |
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| December 7, 2015 |
EX-10.4 5 d98515dex104.htm EX-10.4 Exhibit 10.4 SUPPLEMENT NO. 2 dated as of December 7, 2015 to the GUARANTY (the “Guaranty”) dated as of March 4, 2011 (as amended and restated, supplemented or modified from time to time), among NXP B.V. (the “Company”, each of the GUARANTORS referred to therein, Barclays Bank PLC, as Administrative Agent (in such capacity, the “Administrative Agent”) and MORGAN |
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| December 7, 2015 |
Freescale Semiconductor POSASR POSASR As filed with the Securities and Exchange Commission on December 7, 2015 Registration No. |
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| December 7, 2015 |
8-K 1 d98515d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 7, 2015 (December 7, 2015) FREESCALE SEMICONDUCTOR, LTD.* (Exact Name of Registrant as Specified in Charter) Bermuda 001-35184 98-0522138 (State |
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| December 7, 2015 |
EX-3.1 Exhibit 3.1 FORM NO. 2 BERMUDA THE COMPANIES ACT 1981 ALTERED MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY SHARES Section 7(1) and (2) Amended 29 September 2015 MEMORANDUM OF ASSOCIATION OF Freescale Semiconductor, Ltd. (hereinafter referred to as the “Company”) 1. The liability of the members of the Company is limited to the amount (if any) for the time being unpaid on the shares respec |
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| December 7, 2015 |
Bye-laws Freescale Semiconductor, Ltd. EX-3.2 3 d101490dex32.htm EX-3.2 Exhibit 3.2 Bye-laws of Freescale Semiconductor, Ltd. I HEREBY CERTIFY that the following is a true copy of the Bye-laws of Freescale Semiconductor, Ltd. (the “Company”) as surviving company of the merger between Nimble Acquisition Limited and Freescale Semiconductor, Ltd. effective on 7 December 2015. For and on behalf of WQ International Ltd. Acting Secretary IND |
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| December 7, 2015 |
GUARANTY RELATING TO SECURED BRIDGE TERM CREDIT AGREEMENT EX-10.3 Exhibit 10.3 EXECUTION VERSION GUARANTY RELATING TO SECURED BRIDGE TERM CREDIT AGREEMENT GUARANTY (this ?Guaranty?) dated as of December 7, 2015, made among NXP B.V. with its corporate seat in Eindhoven, the Netherlands (the ?Company?), NXP Funding LLC and each of the subsidiaries of the Company listed on the signature pages hereto (each such subsidiary individually, a ?Subsidiary Guaranto |
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| December 7, 2015 |
Freescale Semiconductor POST-EFFECTIVE AMENDMENT #1 TO FORM S-8 As filed with the Securities and Exchange Commission on December 7, 2015 Registration No. |
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| December 7, 2015 |
Freescale Semiconductor POST-EFFECTIVE AMENDMENT #1 TO FORM S-8 S-8 POS 1 d100800ds8pos.htm POST-EFFECTIVE AMENDMENT #1 TO FORM S-8 As filed with the Securities and Exchange Commission on December 7, 2015 Registration No. 333-197649 Registration No. 333-175194 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-197649 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTR |
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| December 7, 2015 |
EX-4.2 5 d101490dex42.htm EX-4.2 Exhibit 4.2 AMENDED AND RESTATED INDENTURE Dated as of December 7, 2015 Among FREESCALE SEMICONDUCTOR, INC., the Guarantors listed herein and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 6.000% SENIOR SECURED NOTES DUE 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.01 Definitions 1 SECTION 1.02 Other Definitions 37 SECTION 1.03 Rules of Construct |
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| December 7, 2015 |
NXP and Freescale Announce Completion of Merger Exhibit 99.1 NXP and Freescale Announce Completion of Merger Eindhoven, The Netherlands and Austin, Texas, Dec 7, 2015?NXP Semiconductors N.V. (NASDAQ: NXPI) and Freescale Semiconductor, Ltd. (NYSE: FSL) today announced the completion of the merger pursuant to the terms of the previously announced merger agreement from March 2015. The merger has created a high performance mixed signal semiconducto |
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| December 7, 2015 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 7, 2015 (December 7, 2015) FREESCALE SEMICONDUCTOR, LTD.* (Exact Name of Registrant as Specified in Charter) Bermuda 001-35184 98-0522138 (State or Other Jurisdictio |
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| December 7, 2015 |
EX-4.1 4 d101490dex41.htm EX-4.1 Exhibit 4.1 AMENDED AND RESTATED INDENTURE Dated as of December 7, 2015 Among FREESCALE SEMICONDUCTOR, INC., the Guarantors listed herein and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 5.000% SENIOR SECURED NOTES DUE 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 39 SECTION 1.03. Rules |
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| December 7, 2015 |
GUARANTY RELATING TO SECURED REVOLVING CREDIT AGREEMENT EX-10.2 Exhibit 10.2 EXECUTION VERSION GUARANTY RELATING TO SECURED REVOLVING CREDIT AGREEMENT GUARANTY (this ?Guaranty?) dated as of December 7, 2015, made among NXP B.V. with its corporate seat in Eindhoven, the Netherlands (the ?Company?), NXP Funding LLC and each of the subsidiaries of the Company listed on the signature pages hereto (each such subsidiary individually, a ?Subsidiary Guarantor? |
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| November 30, 2015 |
NXP Semiconductors 425 (Prospectus) 425 Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securiti |
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| November 27, 2015 |
NXP Semiconductors 425 (Prospectus) 425 Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securiti |
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| November 25, 2015 |
NXP Semiconductors 425 (Prospectus) 425 Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securiti |
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| October 30, 2015 |
NXP Semiconductors 425 (Prospectus) Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities o |
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| October 30, 2015 |
NXP Semiconductors 425 (Prospectus) 425 Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securiti |
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| October 23, 2015 |
Freescale Semiconductor 10-Q (Quarterly Report) 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 22, 2015 |
Freescale Semiconductor Announces Third Quarter 2015 Results EX-99.1 2 a51207051ex991.htm EXHIBIT 99.1 Exhibit 99.1 Freescale Semiconductor Announces Third Quarter 2015 Results AUSTIN, Texas-(BUSINESS WIRE)-October 22, 2015-Freescale Semiconductor, Ltd. (NYSE:FSL) today announced financial results for the third quarter ended October 2, 2015. Highlights include: GAAP Results Non-GAAP Results* • Net sales of $1.12 billion • EBITDA** of $308 million • Gross ma |
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| October 22, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 22, 2015 (October 22, 2015) FREESCALE SEMICONDUCTOR, LTD. (Exact Name of Registrant as Specified in Charter) Bermuda 001-35184 98-0522138 (State or Other Jurisdiction of Incor |
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| October 22, 2015 |
NXP Semiconductors 425 (Prospectus) 425 Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securiti |
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| October 14, 2015 |
NXP Semiconductors 425 (Prospectus) 425 Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securiti |
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| October 13, 2015 |
NXP Semiconductors 425 (Prospectus) Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities o |
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| September 16, 2015 |
NXP Semiconductors FORM 425 (Prospectus) Form 425 Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any sec |
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| September 3, 2015 |
NXP Semiconductors 425 (Prospectus) 425 Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securiti |
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| September 1, 2015 |
NXP Semiconductors 425 (Prospectus) 425 1 d30574d425.htm 425 Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy |
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| August 13, 2015 |
NXP Semiconductors 425 (Prospectus) Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities o |
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| August 5, 2015 |
Freescale Semiconductor, Ltd. (Form: 8-K) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 30, 2015 Freescale Semiconductor, Ltd. (Exact name of registrant as specified in its charter) Bermuda 001-35184 98-0522138 (State or oth |
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| August 5, 2015 |
NXP Semiconductors 425 (Prospectus) 425 Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securiti |
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| July 31, 2015 |
NXP Semiconductors 425 (Prospectus) Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities o |
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| July 24, 2015 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 3, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35184 FREES |
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| July 23, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 a51147698.htm FREESCALE SEMICONDUCTOR, LTD. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 23, 2015 (July 23, 2015) FREESCALE SEMICONDUCTOR, LTD. (Exact Name of Registrant as Specified in Charter) Bermuda 001-35184 |
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| July 23, 2015 |
Freescale Semiconductor Announces Second Quarter 2015 Results EX-99.1 2 a51147698ex991.htm EXHIBIT 99.1 Exhibit 99.1 Freescale Semiconductor Announces Second Quarter 2015 Results AUSTIN, Texas-(BUSINESS WIRE)-July 23, 2015-Freescale Semiconductor, Ltd. (NYSE:FSL) today announced financial results for the second quarter ended July 3, 2015. Highlights include: GAAP Results Non-GAAP Results* Net sales of $1.20 billion Gross margin of 48.1% Earnings per share of |
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| July 7, 2015 |
NXP Semiconductors 425 (Prospectus) Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities o |
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| July 6, 2015 |
Freescale Semiconductor, Ltd. (Form: 8-K) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 6, 2015 Freescale Semiconductor, Ltd. (Exact name of registrant as specified in its charter) Bermuda 001-35184 98-0522138 (State or othe |
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| July 2, 2015 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 2, 2015 (July 2, 2015) FREESCALE SEMICONDUCTOR, LTD. (Exact Name of Registrant as Specified in Charter) Bermuda 001-35184 98-0522138 (State or Other Jurisdiction of Incorpora |
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| July 2, 2015 |
NXP Semiconductors 425 (Prospectus) Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities o |
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| July 2, 2015 |
EX-99.1 Exhibit 99.1 NXP and Freescale Shareholders Meetings Approve Merger NXP Shareholders Meeting appoint Gregory L. Summe and Peter Smitham as non-executive directors of NXP EINDHOVEN, Netherlands and AUSTIN, Texas ? July 2, 2015 ? Today, NXP Semiconductors N.V. (?NXP?) (NASDAQ: NXPI) held an Extraordinary General Meeting of Shareholders (Special Meeting) and Freescale Semiconductor (NYSE:FSL) |
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| June 22, 2015 |
Freescale Semiconductor FORM 8-K (Prospectus) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2015 FREESCALE SEMICONDUCTOR, LTD. (Exact name of registrant as specified in its charter) Bermuda 001-35184 98-0522138 (State or other jurisdiction of incorporation) |
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| June 22, 2015 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2015 FREESCALE SEMICONDUCTOR, LTD. (Exact name of registrant as specified in its charter) Bermuda 001-35184 98-0522138 (State or other jurisdiction of incorporation) |
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| June 16, 2015 |
Freescale Semiconductor 425 (Prospectus) 425 Filed by Freescale Semiconductor, Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) The following communications were distributed by Freescale Semiconductor, Ltd. (the ?Company?) to its employees on June 16, 2015, in connectio |
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| June 16, 2015 |
NXP Semiconductors 425 (Prospectus) 425 Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securiti |
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| June 4, 2015 |
NXP Semiconductors 425 (Prospectus) Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities o |
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| June 2, 2015 |
NXP Semiconductors 425 (Prospectus) Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities o |
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| June 2, 2015 |
NXP Semiconductors 425 (Prospectus) 425 Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securiti |
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| June 1, 2015 |
Freescale Semiconductor DEFM14A DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| June 1, 2015 |
NXP Semiconductors 425 (Prospectus) 425 Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securiti |
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| May 29, 2015 |
2014 Conflict Mineral Report Form SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 29, 2015 |
Freescale Semiconductor 425 (Prospectus) 425 Filed by Freescale Semiconductor, Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) The following communication was distributed by Freescale Semiconductor, Ltd. (the ?Company?) to its employees on May 29, 2015, in connection w |
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| May 29, 2015 |
EX-1.01 2 a2014formsdex101.htm EXHIBIT 1.01 Exhibit 1.01 Freescale Semiconductor, Ltd. Conflict Minerals Report For the reporting period from January 1, 2014 to December 31, 2014 This Conflict Minerals Report (the “Report”) of Freescale Semiconductor, Ltd. has been prepared under Rule 13p-1 and Form SD (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reportin |
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| May 28, 2015 |
Freescale Semiconductor 425 (Prospectus) 425 Filed by Freescale Semiconductor, Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) The following materials were distributed by Freescale Semiconductor, Ltd. (the ?Company?) to its employees on May 27, 2015, in connection with |
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| May 28, 2015 |
NXP Semiconductors 425 (Prospectus) 425 Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securiti |
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| May 28, 2015 |
Freescale Semiconductor 425 (Prospectus) Filed by Freescale Semiconductor, Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) The following communication was distributed by Freescale Semiconductor, Ltd. (the Company) to its employees on May 27, 2015, in connection with |
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| May 27, 2015 |
NXP Semiconductors 425 (Prospectus) 425 27 Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any secur |
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| May 14, 2015 |
FSL / Freescale Semiconductor Ltd / NXP Semiconductors N.V. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Freescale Semiconductor, Ltd. (Name of Issuer) Common Shares, $0.01 par value per share (Title of Class of Securities) G3727Q101 (CUSIP Number) NXP Semiconductors N.V. High Tech Campus 60, Eindhoven 5656 AG, the Netherlands Attention: Jean Schreu |
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| May 13, 2015 |
NXP Semiconductors 425 (Prospectus) 425 Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securiti |
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| May 13, 2015 |
NXP Semiconductors 425 (Prospectus) 425 Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securiti |
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| May 13, 2015 |
Freescale Semiconductor 425 (Prospectus) 425 Filed by Freescale Semiconductor, Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) The following email and video were distributed to certain employees of Freescale Semiconductor, Ltd. (the ?Company?) on May 13, 2015, in conne |
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| May 13, 2015 |
Freescale Semiconductor 425 (Prospectus) 425 Filed by Freescale Semiconductor, Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) The following communication was distributed to employees of Freescale Semiconductor, Ltd (the ?Company?) on May 13, 2015, in connection with t |
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| May 11, 2015 |
8-K 1 d923287d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 11, 2015 (May 6, 2015) FREESCALE SEMICONDUCTOR, LTD. (Exact Name of Registrant as Specified in Charter) Bermuda 001-35184 98-0522138 (State or Other |
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| May 11, 2015 |
APPENDIX A AMENDED AND RESTATED FREESCALE SEMICONDUCTOR, INC. 2011 INCENTIVE PLAN EX-10.1 Exhibit 10.1 APPENDIX A AMENDED AND RESTATED FREESCALE SEMICONDUCTOR, INC. 2011 INCENTIVE PLAN 1) Purposes of the Plan. This Amended and Restated Freescale Semiconductor, Inc. 2011 Incentive Plan sets forth the plan for payment of cash bonuses to employees of the Company designated for participation and is intended to increase shareholder value and the success of the Company by motivating |
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| May 11, 2015 |
NXP Semiconductors 425 (Prospectus) 425 Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securiti |
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| May 1, 2015 |
NXP Semiconductors FORM 425 (Prospectus) Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities o |
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| April 30, 2015 |
Freescale Semiconductor 425 (Prospectus) 425 Filed by Freescale Semiconductor, Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) The following is a transcript of a video made available to the employees of Freescale Semiconductor, Ltd. (the ?Company?) on April 29, 2015, i |
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| April 30, 2015 |
NXP Semiconductors 425 (Prospectus) Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities o |
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| April 30, 2015 |
Freescale Semiconductor 425 (Prospectus) 425 Filed by Freescale Semiconductor, Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) The following materials were distributed to certain employees of Freescale Semiconductor, Ltd. (the ?Company?) on April 30, 2015, in connectio |
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| April 24, 2015 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 3, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35184 FREE |
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| April 24, 2015 |
Freescale Semiconductor 425 (Prospectus) 425 Filed by Freescale Semiconductor, Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) The following is a transcript of Freescale Semiconductor, Ltd.?s Q1 2015 earnings call on April 23, 2015. 23-Apr-2015 Freescale Semiconductor |
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| April 23, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 a51086328.htm FREESCALE SEMICONDUCTOR, LTD. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 23, 2015 (April 23, 2015) FREESCALE SEMICONDUCTOR, LTD. (Exact Name of Registrant as Specified in Charter) Bermuda 001-3518 |
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| April 23, 2015 |
Freescale Semiconductor Announces First Quarter 2015 Results EX-99.1 2 a51086328ex991.htm EXHIBIT 99.1 Exhibit 99.1 Freescale Semiconductor Announces First Quarter 2015 Results AUSTIN, Texas-(BUSINESS WIRE)-April 23, 2015-Freescale Semiconductor, Ltd. (NYSE:FSL) today announced financial results for the first quarter ended April 3, 2015. Highlights include: GAAP Results Non-GAAP Results* Net sales of $1.17 billion Gross margin of 47.3% Earnings per share of |
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| April 22, 2015 |
Freescale Semiconductor 425 (Prospectus) Filed by Freescale Semiconductor, Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) The following articles were made available to certain employees of Freescale Semiconductor, Ltd. (the Company) via an internal website of the Co |
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| April 21, 2015 |
NXP Semiconductors 425 (Prospectus) Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities o |
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| April 21, 2015 |
Freescale Semiconductor 425 (Prospectus) 425 Filed by Freescale Semiconductor, Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) The following communications were distributed by Freescale Semiconductor, Ltd. (the ?Company?) on April 21, 2015, in connection with the propo |
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| April 17, 2015 |
NXP Semiconductors 425 (Prospectus) Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities o |
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| April 14, 2015 |
Freescale Semiconductor 425 (Prospectus) 425 Filed by Freescale Semiconductor, Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) The following communication was distributed by Freescale Semiconductor, Ltd. (the ?Company?) on April 14, 2015, to its customers in connection |
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| April 10, 2015 |
NXP Semiconductors 425 (Prospectus) 425 Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securiti |
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| April 6, 2015 |
8-K 1 htm51572.htm LIVE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 6, 2015 Freescale Semiconductor, Ltd. (Exact name of registrant as specified in its charter) Bermuda 001-35184 98-0522138 (State or other jurisdic |
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| April 6, 2015 |
Freescale Semiconductor 425 (Prospectus) 425 Filed by Freescale Semiconductor, Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) The following information was distributed by Freescale Semiconductor, Ltd. (the ?Company?) to the Company?s employees on April 6, 2015. Cautio |
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| April 3, 2015 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2015 (April 2, 2015) FREESCALE SEMICONDUCTOR, LTD. (Exact name of registrant as specified in its charter) Bermuda 001-35184 98-0522138 (State or other jurisdiction o |
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| April 3, 2015 |
EX-4.2 3 d901068dex42.htm EX-4.2 Exhibit 4.2 EXECUTION VERSION FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture (this “Supplemental Indenture”), dated as of April 2, 2015, among Freescale Semiconductor, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined in the Indenture referred to below), and Wells Fargo Bank, National Association, as trustee (the “Trustee”). W I T N |
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| April 3, 2015 |
EX-99.1 4 d901068dex991.htm EX-99.1 Exhibit 99.1 Freescale Announces Receipt of the Required Consents and Expiration of the Consent Solicitations Relating to Certain Outstanding Notes AUSTIN, Texas—(BUSINESS WIRE)—April 2, 2015—Freescale Semiconductor, Ltd. (NYSE: FSL) (“Freescale”) announced today the expiration and success of consent solicitations by Freescale Semiconductor, Inc., its wholly own |
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| April 3, 2015 |
EX-4.1 Exhibit 4.1 EXECUTION VERSION FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture (this “Supplemental Indenture”), dated as of April 2, 2015, among Freescale Semiconductor, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined in the Indenture referred to below), and The Bank of New York, Mellon Trust Company, N.A. as trustee (the “Trustee”). W I T N E S S E T H WHER |
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| March 30, 2015 |
Freescale Semiconductor 425 (Prospectus) Filed by Freescale Semiconductor, Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) The following information was distributed by Freescale Semiconductor, Ltd. (the Company) to the Companys employees on March 27, 2015. Cautiona |
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| March 23, 2015 |
Freescale Semiconductor FREESCALE SEMICONDUCTOR, LTD 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 23, 2015 FREESCALE SEMICONDUCTOR, LTD. (Exact name of registrant as specified in charter) Bermuda 001-35184 98-0522138 (State or other jurisdiction of incorporation) (Commission |
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| March 23, 2015 |
Freescale Announces Commencement of Consent Solicitations Relating to Certain Outstanding Notes EX-99.1 2 a51063667ex991.htm EXHIBIT 99.1 Exhibit 99.1 Freescale Announces Commencement of Consent Solicitations Relating to Certain Outstanding Notes AUSTIN, Texas-(BUSINESS WIRE)-March 23, 2015-Freescale Semiconductor, Ltd. (NYSE: FSL) ("Freescale") announced today that Freescale Semiconductor, Inc., its wholly owned indirect subsidiary (the "Issuer"), will solicit consents from noteholders of t |
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| March 18, 2015 |
NXP Semiconductors 425 (Prospectus) 425 Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securiti |
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| March 17, 2015 |
Freescale Semiconductor 425 (Prospectus) 425 Filed by Freescale Semiconductor, Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) The following presentation by Freescale Semiconductor, Ltd. (the ?Company?) was distributed to certain customers on March 16, 2015. Cautionar |
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| March 16, 2015 |
Freescale Semiconductor DEFINITIVE PROXY STATEMENT Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| March 12, 2015 |
Freescale Semiconductor 425 (Prospectus) 425 Filed by Freescale Semiconductor, Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) The following transcript and slides are from a video presentation by Freescale Semiconductor, Ltd. (the ?Company?) distributed on March 12, 2 |
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| March 11, 2015 |
FSL / Freescale Semiconductor Ltd / NXP Semiconductors N.V. - SCHEDULE 13D Activist Investment Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Freescale Semiconductor, Ltd. (Name of Issuer) Common Shares, $0.01 par value per share (Title of Class of Securities) G3727Q101 (CUSIP Number) NXP Semiconductors N.V. High Tech Campus 60, 5656 AG Eindhoven, the Netherlands Attention: Jean Schreurs Telephone: |
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| March 11, 2015 |
Freescale Semiconductor 425 (Prospectus) Filed by Freescale Semiconductor, Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) The following transcript is from a presentation by Freescale Semiconductor, Ltd. (the Company) on March 10, 2015, at the Piper Jaffray Technolo |
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| March 10, 2015 |
Freescale Semiconductor 425 (Prospectus) 425 Filed by Freescale Semiconductor, Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) The following is a transcript of a video presentation by Rick Clemmer, Chief Executive Officer of NXP Semiconductors N.V. (?NXP?), to employe |
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| March 6, 2015 |
Freescale Semiconductor 425 (Prospectus) Filed by Freescale Semiconductor, Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) The following e-mail communication was sent by Freescale Semiconductor, Ltd. (the Company) to certain employees of the Company in connection wi |
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| March 6, 2015 |
Freescale Semiconductor 425 (Prospectus) Filed by Freescale Semiconductor, Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) The following e-mail communication was sent by Freescale Semiconductor, Ltd. (the Company) to certain employees of the Company in connection wi |
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| March 5, 2015 |
Freescale Semiconductor 425 (Prospectus) 425 Filed by Freescale Semiconductor, Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) The following transcript is from a presentation by Freescale Semiconductor, Ltd. (the ?Company?) on March 3, 2015, at the Morgan Stanley Tech |
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| March 5, 2015 |
NXP Semiconductors 425 (Prospectus) 425 Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securiti |
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| March 5, 2015 |
NXP Semiconductors 425 (Prospectus) Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities o |
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| March 3, 2015 |
EX-99.5 Exhbit 99.5 Freescale Supplier Q&A 1. What did Freescale announce last night? • Last night we announced that Freescale and NXP have agreed to merge, creating one of the top semiconductor companies in the world. 2. Why is Freescale merging with NXP? • Our combination with NXP is based on compelling industrial logic that brings together two highly successful and complementary businesses to c |
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| March 3, 2015 |
EX-99.5 6 d884439dex995.htm EX-99.5 Exhbit 99.5 Freescale Supplier Q&A 1. What did Freescale announce last night? • Last night we announced that Freescale and NXP have agreed to merge, creating one of the top semiconductor companies in the world. 2. Why is Freescale merging with NXP? • Our combination with NXP is based on compelling industrial logic that brings together two highly successful and c |
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| March 3, 2015 |
NXPI / NXP Semiconductors N.V. 425 - Merger Prospectus - 425 425 Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securiti |
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| March 3, 2015 |
EX-99.3 Freescale Supplier Letter Dear [SUPPLIER/VENDOR], Last night, we announced that Freescale and NXP have agreed to merge, creating one of the top semiconductor companies in the world. Please see our joint press release (attached). Our combination with NXP is based on compelling strategic logic that brings together two highly successful and complementary businesses to create one of the top se |
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| March 3, 2015 |
EX-99.3 Freescale Supplier Letter Dear [SUPPLIER/VENDOR], Last night, we announced that Freescale and NXP have agreed to merge, creating one of the top semiconductor companies in the world. Please see our joint press release (attached). Our combination with NXP is based on compelling strategic logic that brings together two highly successful and complementary businesses to create one of the top se |
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| March 3, 2015 |
EX-99.4 Exhibit 99.4 Freescale Supplier Talking Points Supplier Talking Points • Hi [ ], glad I was able to reach you. Do you have a moment to speak? • As you may have seen, we made an important announcement last night that I would like to share with you. • Freescale and NXP have agreed to merge, creating the one of the top semiconductor companies in the world. • Our combination with NXP is based |
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| March 3, 2015 |
EX-99.2 Exhibit 99.2 Freescale Customer Q&A 1. What did Freescale announce last night? • Last night, we announced that Freescale and NXP have agreed to merge, creating one of the top semiconductor companies in the world. 2. Why is Freescale merging with NXP? • Our combination with NXP is based on compelling strategic logic and brings together two highly successful and complementary businesses to c |
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| March 3, 2015 |
EX-99.2 Exhibit 99.2 Freescale Customer Q&A 1. What did Freescale announce last night? • Last night, we announced that Freescale and NXP have agreed to merge, creating one of the top semiconductor companies in the world. 2. Why is Freescale merging with NXP? • Our combination with NXP is based on compelling strategic logic and brings together two highly successful and complementary businesses to c |
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| March 3, 2015 |
EX-99.1 2 d884439dex991.htm EX-99.1 Exhibit 99.1 Freescale Customer Letter Dear [CUSTOMER], Last night, we announced that Freescale and NXP have agreed to merge, creating one of the top semiconductor companies in the world. Please see our joint press release (attached). Our combination with NXP is based on compelling strategic logic that brings together two highly successful and complementary busi |
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| March 3, 2015 |
EX-99.6 7 d884439dex996.htm EX-99.6 Exhibit 99.6 March 2nd, 2015 Dear Freescale employees, Today’s announcement of NXP’s merger with Freescale is an accelerating step for both companies to create a stronger market leader in high-performance mixed signal solutions. The combination of NXP and Freescale creates an industry powerhouse to focus on the fast growth opportunities in the Smarter World. Tog |
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| March 3, 2015 |
EX-99.1 Exhibit 99.1 Freescale Customer Letter Dear [CUSTOMER], Last night, we announced that Freescale and NXP have agreed to merge, creating one of the top semiconductor companies in the world. Please see our joint press release (attached). Our combination with NXP is based on compelling strategic logic that brings together two highly successful and complementary businesses to create one of the |
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| March 3, 2015 |
NXPI / NXP Semiconductors N.V. 425 - Merger Prospectus - 425 425 Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securiti |
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| March 3, 2015 |
EX-99.4 Exhibit 99.4 Freescale Supplier Talking Points Supplier Talking Points • Hi [ ], glad I was able to reach you. Do you have a moment to speak? • As you may have seen, we made an important announcement last night that I would like to share with you. • Freescale and NXP have agreed to merge, creating the one of the top semiconductor companies in the world. • Our combination with NXP is based |
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| March 3, 2015 |
EX-99.6 7 d884439dex996.htm EX-99.6 Exhibit 99.6 March 2nd, 2015 Dear Freescale employees, Today’s announcement of NXP’s merger with Freescale is an accelerating step for both companies to create a stronger market leader in high-performance mixed signal solutions. The combination of NXP and Freescale creates an industry powerhouse to focus on the fast growth opportunities in the Smarter World. Tog |
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| March 3, 2015 |
FSL / Freescale Semiconductor Ltd 425 - Merger Prospectus - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2015 FREESCALE SEMICONDUCTOR, LTD. (Exact name of registrant as specified in its charter) Bermuda 001-35184 98-0522138 (State or other jurisdiction of incorporation) |
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| March 3, 2015 |
FSL / Freescale Semiconductor Ltd 425 - Merger Prospectus - 425 425 Filed by Freescale Semiconductor, Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) The following transcript is from an investor conference call hosted by Freescale Semiconductor, Ltd. (the “Company”) and NXP Semiconductors N |
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| March 3, 2015 |
Financial Statements and Exhibits, Other Events Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2015 FREESCALE SEMICONDUCTOR, LTD. (Exact name of registrant as specified in its charter) Bermuda 001-35184 98-0522138 (State or other jurisdiction of incorporation) |
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| March 2, 2015 |
FSL / Freescale Semiconductor Ltd 425 - Merger Prospectus - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2015 (March 2, 2015) FREESCALE SEMICONDUCTOR, LTD. (Exact name of registrant as specified in its charter) Bermuda 001-35184 98-0522138 (State or other jurisdiction o |
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| March 2, 2015 |
FSL / Freescale Semiconductor Ltd 425 - Merger Prospectus - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2015 (March 1, 2015) FREESCALE SEMICONDUCTOR, LTD. (Exact name of registrant as specified in its charter) Bermuda 001-35184 98-0522138 (State or other jurisdiction o |
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| March 2, 2015 |
FSL / Freescale Semiconductor Ltd 425 - Merger Prospectus - FORM 8-K 425 1 d883167d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2015 (March 1, 2015) FREESCALE SEMICONDUCTOR, LTD. (Exact name of registrant as specified in its charter) Bermuda 001-35184 98-0522138 (State or |
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| March 2, 2015 |
Financial Statements and Exhibits, Other Events Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2015 (March 2, 2015) FREESCALE SEMICONDUCTOR, LTD. (Exact name of registrant as specified in its charter) Bermuda 001-35184 98-0522138 (State or other jurisdiction o |
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| March 2, 2015 |
EX-99.1 NXP to Merge with Freescale Creates an Industry Powerhouse Investor Presentation | March 2 nd , 2015 Exhibit 99.1 2 SECURE CONNECTIONS FOR A SMARTER WORLD • • • • • • • • Forward Looking Statement FSL’s and NXP’s forward-looking statements are based on assumptions that may not prove to be accurate. Neither FSL nor NXP can guarantee future results, level of activity, performance or achievem |
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| March 2, 2015 |
EXECUTION VERSION SUPPORT AGREEMENT EX-99.1 Exhibit 99.1 EXECUTION VERSION SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into as of March 1, 2015, by and among NXP Semiconductors N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of The Netherlands, registered with the Dutch Chamber of Commerce under number 34253298 and having its corporate seat (statut |
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| March 2, 2015 |
EX-99.2 3 d883167dex992.htm EX-99.2 Exhibit 99.2 Freescale Employee Q&A GENERAL 1. How would my job be impacted by this transaction? • Freescale has achieved a leadership position in the industry through the skill and hard work of our people, and our combined company will succeed by continuing to leverage that tremendous talent. • Over the next several months, an integration team comprised of Free |
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| March 2, 2015 |
NXPI / NXP Semiconductors N.V. 425 - Merger Prospectus - 425 425 Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securiti |
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| March 2, 2015 |
NXPI / NXP Semiconductors N.V. 425 - Merger Prospectus - 425 425 1 d883162d425.htm 425 Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to bu |
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| March 2, 2015 |
EX-99.1 Exhibit 99.1 NXP and Freescale Announce $40 Billion Merger • Enhances NXP’s strategy to lead in the “Secure Connections for a Smarter World” • Establishes #1 Automotive Semiconductor Supplier • Establishes #1 General-purpose MCU Supplier • Clear path to $500 million in annual cost synergies • Combination is accretive to non-GAAP EPS in first full year Eindhoven, The Netherlands and Austin, |
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| March 2, 2015 |
EXECUTION VERSION SUPPORT AGREEMENT EX-99.1 Exhibit 99.1 EXECUTION VERSION SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into as of March 1, 2015, by and among NXP Semiconductors N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of The Netherlands, registered with the Dutch Chamber of Commerce under number 34253298 and having its corporate seat (statut |
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| March 2, 2015 |
Financial Statements and Exhibits, Other Events Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2015 (March 1, 2015) FREESCALE SEMICONDUCTOR, LTD. (Exact name of registrant as specified in its charter) Bermuda 001-35184 98-0522138 (State or other jurisdiction o |
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| March 2, 2015 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among NXP SEMICONDUCTORS N.V., NIMBLE ACQUISITION LIMITED, and FREESCALE SEMICONDUCTOR, LTD. MARCH 1, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND TERMS Section 1.1 Definitions 1 Section 1.2 Other Definitional Provisions; Interpretation 16 ARTICLE II THE MERGER Section 2.1 The Merger 17 Section 2.2 Effective Time 17 |
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| March 2, 2015 |
EX-2.1 2 d883425dex21.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among NXP SEMICONDUCTORS N.V., NIMBLE ACQUISITION LIMITED, and FREESCALE SEMICONDUCTOR, LTD. MARCH 1, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND TERMS Section 1.1 Definitions 1 Section 1.2 Other Definitional Provisions; Interpretation 16 ARTICLE II THE MERGER Section 2.1 The Merger 17 Sect |
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| March 2, 2015 |
NXPI / NXP Semiconductors N.V. 425 - Merger Prospectus - 425 Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities o |
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| March 2, 2015 |
NXPI / NXP Semiconductors N.V. 425 - Merger Prospectus - 425 Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities o |
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| March 2, 2015 |
Financial Statements and Exhibits, Other Events Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2015 (March 1, 2015) FREESCALE SEMICONDUCTOR, LTD. (Exact name of registrant as specified in its charter) Bermuda 001-35184 98-0522138 (State or other jurisdiction o |
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| March 2, 2015 |
NXPI / NXP Semiconductors N.V. 425 - Merger Prospectus - 425 425 Filed by NXP Semiconductors N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Freescale Semiconductor, Ltd. (Commission File No. 001-35184) No Offer or Solicitation This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securiti |
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| March 2, 2015 |
EX-99.1 Exhibit 99.1 Freescale All Employee Letter TO: All Freescale Employees: Today, we announced that Freescale and NXP have agreed to merge in a transaction valued at approximately $40 billion (see press release attached). The combination is based on compelling strategic logic that brings together two highly successful and complementary industry leaders to create one of the world’s best-positi |
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| March 2, 2015 |
EX-99.1 2 d883167dex991.htm EX-99.1 Exhibit 99.1 Freescale All Employee Letter TO: All Freescale Employees: Today, we announced that Freescale and NXP have agreed to merge in a transaction valued at approximately $40 billion (see press release attached). The combination is based on compelling strategic logic that brings together two highly successful and complementary industry leaders to create on |
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| March 2, 2015 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2015 (March 1, 2015) FREESCALE SEMICONDUCTOR, LTD. (Exact name of registrant as specified in its charter) Bermuda 001-35184 98-0522138 (State or other jurisdiction o |
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| March 2, 2015 |
EX-99.1 NXP to Merge with Freescale Creates an Industry Powerhouse Investor Presentation | March 2 nd , 2015 Exhibit 99.1 2 SECURE CONNECTIONS FOR A SMARTER WORLD • • • • • • • • Forward Looking Statement FSL’s and NXP’s forward-looking statements are based on assumptions that may not prove to be accurate. Neither FSL nor NXP can guarantee future results, level of activity, performance or achievem |
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| March 2, 2015 |
EX-99.1 Exhibit 99.1 NXP and Freescale Announce $40 Billion Merger • Enhances NXP’s strategy to lead in the “Secure Connections for a Smarter World” • Establishes #1 Automotive Semiconductor Supplier • Establishes #1 General-purpose MCU Supplier • Clear path to $500 million in annual cost synergies • Combination is accretive to non-GAAP EPS in first full year Eindhoven, The Netherlands and Austin, |
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| March 2, 2015 |
FSL / Freescale Semiconductor Ltd 425 - Merger Prospectus - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2015 (March 1, 2015) FREESCALE SEMICONDUCTOR, LTD. (Exact name of registrant as specified in its charter) Bermuda 001-35184 98-0522138 (State or other jurisdiction o |
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| March 2, 2015 |
EX-99.2 3 d883167dex992.htm EX-99.2 Exhibit 99.2 Freescale Employee Q&A GENERAL 1. How would my job be impacted by this transaction? • Freescale has achieved a leadership position in the industry through the skill and hard work of our people, and our combined company will succeed by continuing to leverage that tremendous talent. • Over the next several months, an integration team comprised of Free |
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| February 6, 2015 |
Exhibit 10.75 FREESCALE SEMICONDUCTOR, LTD. 2011 OMNIBUS INCENTIVE PLAN FORM NONQUALIFIED STOCK OPTION AGREEMENT (Vice President) THIS AGREEMENT (the “Agreement”), is made effective as of the date indicated in the grant summary in the Freescale equity recordkeeping system (the “Date of Grant”), by and among Freescale Semiconductor, Ltd., a Bermuda exempted limited liability company (the “Company”) |
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| February 6, 2015 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35184 FREESCAL |
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| February 6, 2015 |
Exhibit 10.73 FREESCALE SEMICONDUCTOR, LTD. 2011 OMNIBUS INCENTIVE PLAN FORM RESTRICTED SHARE UNIT AWARD AGREEMENT (Vice President) THIS AGREEMENT (the “Agreement”), is made effective as of the date indicated in the grant summary in the Freescale equity recordkeeping system (the “Date of Grant”), by and among Freescale Semiconductor, Ltd., a Bermuda exempted limited liability company (the “Company |
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| February 6, 2015 |
Exhibit 10.76 FREESCALE SEMICONDUCTOR, LTD. 2011 OMNIBUS INCENTIVE PLAN FORM NONQUALIFIED STOCK OPTION AGREEMENT (Participant) THIS AGREEMENT (the “Agreement”), is made effective as of the date indicated in the grant summary in the Freescale equity recordkeeping system (the “Date of Grant”), by and among Freescale Semiconductor, Ltd., a Bermuda exempted limited liability company (the “Company”), t |
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| February 6, 2015 |
Exhibit 12.1 Freescale Semiconductor, Ltd. and Subsidiaries Computation of Ratio of Earnings to Fixed Charges (in millions) Year Ended December 31, 2014 Year Ended December 31, 2013(3) Year Ended December 31, 2012(3) Year Ended December 31, 2011(3) Year Ended December 31, 2010(3) Earnings: Earnings (loss) before income taxes(1) $ 304 $ (168 ) $ (100 ) $ (381 ) $ (1,075 ) Less: Capitalized interest |
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| February 6, 2015 |
FREESCALE SEMICONDUCTOR HOLDINGS NONQUALIFIED STOCK OPTION AGREEMENT Exhibit 10.15 FREESCALE SEMICONDUCTOR HOLDINGS NONQUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT (the "Agreement"), is made effective as of the date indicated in the grant summary in the Freescale equity recordkeeping system (the"Date of Grant"), between Freescale Semiconductor Holdings I, Ltd., a Bermuda limited company (the "Company"), and the recipient of the grant (the"Participant"): R E C I |
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| February 6, 2015 |
Exhibit 21.1 Subsidiaries of Freescale Semiconductor, Ltd. Name State / Country of Incorporation Freescale Semiconductor Holdings II, Ltd. Bermuda Freescale Semiconductor Holdings III, Ltd. Bermuda Freescale Semiconductor Holdings IV, Ltd. Bermuda Freescale Semiconductor Holdings V, Inc. Delaware / USA Freescale Semiconductor, Inc. Delaware / USA Freescale Semiconductor Holding Limited British Vir |
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| February 6, 2015 |
Exhibit 10.77 FREESCALE SEMICONDUCTOR, LTD. 2011 OMNIBUS INCENTIVE PLAN FORM NONQUALIFIED STOCK OPTION AGREEMENT (Senior Management) THIS AGREEMENT (the “Agreement”), is made effective as of the date indicated in the grant summary in the Freescale equity recordkeeping system (the “Date of Grant”), by and among Freescale Semiconductor, Ltd., a Bermuda exempted limited liability company (the “Compan |
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| February 6, 2015 |
Exhibit 10.69 FREESCALE SEMICONDUCTOR, LTD 2011 OMNIBUS INCENTIVE PLAN FORM PERFORMANCE RESTRICTED SHARE UNIT AWARD AGREEMENT (Senior Management) THIS AGREEMENT (the “Agreement”), is made effective as of the date indicated in the grant summary in the Freescale equity recordkeeping system (the “Date of Grant”), by and among Freescale Semiconductor, Ltd., a Bermuda exempted limited liability company |
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| February 6, 2015 |
AMENDMENT TO THE AMENDED AND RESTATED FREESCALE SEMICONDUCTOR HOLDINGS 2007 EMPLOYEE INCENTIVE PLAN Exhibit 10.17 AMENDMENT TO THE AMENDED AND RESTATED FREESCALE SEMICONDUCTOR HOLDINGS 2007 EMPLOYEE INCENTIVE PLAN This Amendment to the Amended and Restated Freescale Semiconductor Holdings 2007 Employee Incentive Plan (the “Incentive Plan”) is made as of October 28, 2009 (the “Effective Date”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Incentive |
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| February 6, 2015 |
Exhibit 10.72 FREESCALE SEMICONDUCTOR, LTD. 2011 OMNIBUS INCENTIVE PLAN FORM RESTRICTED SHARE UNIT AWARD AGREEMENT (Senior Management) THIS AGREEMENT (the “Agreement”), is made effective as of the date indicated in the grant summary in the Freescale equity recordkeeping system (the “Date of Grant”), by and among Freescale Semiconductor, Ltd., a Bermuda exempted limited liability company (the “Comp |
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| February 6, 2015 |
AMENDMENT TO THE FREESCALE HOLDINGS 2006 MANAGEMENT INCENTIVE PLAN Exhibit 10.16 AMENDMENT TO THE FREESCALE HOLDINGS 2006 MANAGEMENT INCENTIVE PLAN This Amendment to the Freescale Holdings 2006 Management Incentive Plan (the “Incentive Plan”) is made as of October 28, 2009 (the “Effective Date”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Incentive Plan. WHEREAS, Section 10 of the Incentive Plan provides in relev |
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| February 6, 2015 |
Exhibit 10.74 FREESCALE SEMICONDUCTOR, LTD. 2011 OMNIBUS INCENTIVE PLAN FORM RESTRICTED SHARE UNIT AWARD AGREEMENT (Participant) THIS AGREEMENT (the “Agreement”), is made effective as of the date indicated in the grant summary in the Freescale equity recordkeeping system (the “Date of Grant”), by and among Freescale Semiconductor, Ltd., a Bermuda exempted limited liability company (the “Company”), |
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| February 6, 2015 |
FREESCALE SEMICONDUCTOR HOLDINGS NONQUALIFIED STOCK OPTION AGREEMENT Exhibit 10.14 FREESCALE SEMICONDUCTOR HOLDINGS NONQUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT (the "Agreement"), is made effective as of the date indicated in the grant summary in the Freescale equity recordkeeping system (the "Date of Grant"), between Freescale Semiconductor Holdings I, Ltd., a Bermuda limited company (the "Company"), and the recipient of the grant (the "Participant"): R E C |
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| February 6, 2015 |
Exhibit 10.71 FREESCALE SEMICONDUCTOR, LTD. 2011 OMNIBUS INCENTIVE PLAN FORM PERFORMANCE RESTRICTED SHARE UNIT AWARD AGREEMENT (Vice President) THIS AGREEMENT (the “Agreement”), is made effective as of the date indicated in the grant summary in the Freescale equity recordkeeping system (the “Date of Grant”), by and among Freescale Semiconductor, Ltd., a Bermuda exempted limited liability company ( |
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| February 6, 2015 |
Exhibit 10.70 FREESCALE SEMICONDUCTOR, LTD. 2011 OMNIBUS INCENTIVE PLAN FORM PERFORMANCE RESTRICTED SHARE UNIT AWARD AGREEMENT (Participant) THIS AGREEMENT (the “Agreement”), is made effective as of the date indicated in the grant summary in the Freescale equity recordkeeping system (the “Date of Grant”), by and among Freescale Semiconductor, Ltd., a Bermuda exempted limited liability company (the |
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| January 27, 2015 |
Freescale Semiconductor Announces Fourth Quarter and Full-Year 2014 Results Exhibit 99.1 Freescale Semiconductor Announces Fourth Quarter and Full-Year 2014 Results AUSTIN, Texas-(BUSINESS WIRE)-January 27, 2015-Freescale Semiconductor, Ltd. (NYSE:FSL) today announced financial results for the fourth quarter and full-year ended December 31, 2014. Highlights include: Fourth Quarter GAAP Results Fourth Quarter Non-GAAP Results* Net sales of $1.10 billion Gross margin of 47. |
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| January 27, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 27, 2015 (January 27, 2015) FREESCALE SEMICONDUCTOR, LTD. (Exact Name of Registrant as Specified in Charter) Bermuda 001-35184 98-0522138 (State or Other Jurisdiction of Incor |
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| January 8, 2015 |
Freescale Semiconductor, Ltd. (Form: 8-K) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 8, 2015 Freescale Semiconductor, Ltd. (Exact name of registrant as specified in its charter) Bermuda 001-35184 98-0522138 (State or o |
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| October 24, 2014 |
10-Q 1 q3201410-q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 3, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissio |
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| October 24, 2014 |
EX-10.1 2 q3201410-qex101.htm 2011 OMNIBUS INCENTIVE PLAN FORM RESTRICTED SHARE UNIT AWARD AGREEMENT-DIRECTOR Exhibit 10.1 FREESCALE SEMICONDUCTOR, LTD. 2011 OMNIBUS INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENT - DIRECTOR THIS AGREEMENT (the “Agreement”), is made effective as of [ ], (the “Date of Grant”), by and among Freescale Semiconductor, Ltd., a Bermuda exempted limited liability com |
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| October 23, 2014 |
Freescale Semiconductor Announces Third Quarter 2014 Results Exhibit 99.1 Freescale Semiconductor Announces Third Quarter 2014 Results AUSTIN, Texas-(BUSINESS WIRE)-October 23, 2014-Freescale Semiconductor, Ltd. (NYSE:FSL) today announced financial results for the third quarter ended October 3, 2014. Highlights include: GAAP Results Non-GAAP Results* Gross margin of 46.3% Net sales of $1.21 billion Earnings per share of $0.40 EBITDA** of $304 million Adjust |
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| October 23, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 23, 2014 (October 23, 2014) FREESCALE SEMICONDUCTOR, LTD. (Exact Name of Registrant as Specified in Charter) Bermuda 001-35184 98-0522138 (State or Other Jurisdiction of Incor |
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| October 10, 2014 |
Freescale Semiconductor, Ltd. (Form: 8-K) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 10, 2014 Freescale Semiconductor, Ltd. (Exact name of registrant as specified in its charter) Bermuda 001-35184 98-0522138 (State or |
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| August 29, 2014 |
Freescale Semiconductor, Ltd. (Form: 8-K) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 29, 2014 Freescale Semiconductor, Ltd. (Exact name of registrant as specified in its charter) Bermuda 001-35184 98-0522138 (State or o |
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| August 19, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 13, 2014 Freescale Semiconductor, Ltd. (Exact name of registrant as specified in its charter) Bermuda 001-35184 98-0522138 (State or other jurisdiction (Commission (I.R.S. Empl |
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| July 25, 2014 |
AMENDED AND RESTATED FREESCALE SEMICONDUCTOR, LTD. EMPLOYEE SHARE PURCHASE PLAN Exhibit 10.4 AMENDED AND RESTATED FREESCALE SEMICONDUCTOR, LTD. EMPLOYEE SHARE PURCHASE PLAN WHEREAS, Freescale Semiconductor, Ltd. a Bermuda limited company (the “Company”) established an employee share purchase to provide employees of the Company and employees of subsidiaries designated by the Company with an opportunity to purchase common shares of the Company through offerings of options at a |
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| July 25, 2014 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 4, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35184 FREESC |
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| July 25, 2014 |
FSL / Freescale Semiconductor Ltd S-8 - - S-8 S-8 1 a2014s-8.htm S-8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FREESCALE SEMICONDUCTOR, LTD. (Exact Name of Registrant as Specified in Charter) Bermuda 98-0522138 (State or Other Jurisdiction of Incorporation) (IRS Employer Identification Number) 6501 William Cannon Drive West, Austin, Texas 78735 (Add |
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| July 25, 2014 |
AMENDED AND RESTATED FREESCALE SEMICONDUCTOR, LTD. 2011 OMNIBUS INCENTIVE PLAN Exhibit 10.3 AMENDED AND RESTATED FREESCALE SEMICONDUCTOR, LTD. 2011 OMNIBUS INCENTIVE PLAN Section 1. Purpose of Plan; Effective Date. The name of the Plan is the Freescale Semiconductor, Ltd. 2011 Omnibus Incentive Plan (the “Plan”). The purposes of the Plan are to provide an additional incentive to selected management, employees, directors, independent contractors, and consultants of the Compan |
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| July 24, 2014 |
Freescale Semiconductor Announces Second Quarter 2014 Results EX-99.1 2 a50911396ex991.htm EXHIBIT 99.1 Exhibit 99.1 Freescale Semiconductor Announces Second Quarter 2014 Results AUSTIN, Texas-(BUSINESS WIRE)-July 24, 2014-Freescale Semiconductor, Ltd. (NYSE:FSL) today announced financial results for the second quarter ended July 4, 2014. Highlights include: GAAP Results Non-GAAP Results* • Net sales of $1.19 billion • EBITDA** of $266 million • Gross margin |
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| July 24, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 24, 2014 (July 24, 2014) FREESCALE SEMICONDUCTOR, LTD. (Exact Name of Registrant as Specified in Charter) Bermuda 001-35184 98-0522138 (State or Other Jurisdiction of Incorporati |
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| June 2, 2014 |
Freescale Semiconductor, Ltd. 6501 William Cannon Drive West, Austin, TX 78735 www.freescale.com June 2, 2014 VIA EDGAR Brian Cascio Accounting Branch Chief Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-7010 Re: Freescale Semiconductor, Ltd. Form 10-K for the fiscal year ended December 31, 2013 Filed February 10, 2014 File No. 001-3518 |
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| May 30, 2014 |
Exhibit 1.01 Freescale Semiconductor, Ltd. Conflict Minerals Report For the reporting period from January 1, 2013 to December 31, 2013 This Conflict Minerals Report (the “Report”) of Freescale Semiconductor, Ltd. has been prepared under Rule 13p-1and Form SD (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2013 to December 31, 2013 |
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| May 30, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISION Washington, D.C. 20549 FORM SD Specialized Disclosure Report FREESCALE SEMICONDUCTOR, LTD. (Exact name of registrant as specified in its charter) BERMUDA 001-35184 98-0522138 (State or other jurisdiction or incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 6501 William Cannon Drive West Austin, Texas 78735 ( |
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| May 14, 2014 |
Freescale Semiconductor, Ltd. 6501 William Cannon Drive West, Austin, TX 78735 www.freescale.com May 14, 2014 VIA EDGAR Brian Cascio Accounting Branch Chief Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-7010 Re: Freescale Semiconductor, Ltd. Form 10-K for the fiscal year ended December 31, 2013 Filed February 10, 2014 File No. 001-3518 |
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| May 13, 2014 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 9, 2014 (May 7, 2014) FREESCALE SEMICONDUCTOR, LTD. (Exact Name of Registrant as Specified in Charter) Bermuda 001-35184 98-0522138 (State or Other Jurisdiction of Incorporati |
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| May 13, 2014 |
FREESCALE SEMICONDUCTOR, LTD. 2011 OMNIBUS INCENTIVE PLAN MAKE WHOLE RESTRICTED CASH AWARD AGREEMENT EX-10.1 Exhibit 10.1 FREESCALE SEMICONDUCTOR, LTD. 2011 OMNIBUS INCENTIVE PLAN MAKE WHOLE RESTRICTED CASH AWARD AGREEMENT THIS AGREEMENT (the “Agreement”), by and among Freescale Semiconductor, Ltd., a Bermuda exempted limited liability company (the “Company”) and Daniel Durn (the “Executive”), is made effective as July 5, 2014 (the “Date of Grant”): R E C I T A L S: WHEREAS, the Company has adopt |
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| May 13, 2014 |
EX-10.2 Exhibit 10.2 FREESCALE SEMICONDUCTOR, LTD. 2011 OMNIBUS INCENTIVE PLAN MAKE WHOLE RESTRICTED SHARE UNIT AWARD AGREEMENT THIS AGREEMENT (the “Agreement”), is made effective as of the date indicated in the grant summary in the Freescale equity recordkeeping system (the “Date of Grant”), by and among Freescale Semiconductor, Ltd., a Bermuda exempted limited liability company (the “Company”) a |
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| April 25, 2014 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 4, 2014 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35184 FREES |
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| April 24, 2014 |
Freescale Semiconductor Announces First Quarter 2014 Results EX-99.1 2 a50850143ex991.htm EXHIBIT 99.1 Exhibit 99.1 Freescale Semiconductor Announces First Quarter 2014 Results AUSTIN, Texas-(BUSINESS WIRE)-April 24, 2014-Freescale Semiconductor, Ltd. (NYSE:FSL) today announced financial results for the first quarter ended April 4, 2014. Highlights include: GAAP Results Non-GAAP Results* Net sales of $1.13 billion Gross margin of 44.8% Loss per share of $0. |
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| April 24, 2014 |
EX-99.1 Dan Durn Appointed Chief Financial Officer for Freescale Semiconductor Company Completes CFO Succession Process AUSTIN, Texas – (BUSINESS WIRE) – April 24, 2014 – Freescale Semiconductor, Ltd. (NYSE:FSL) today announced that it has selected Dan Durn as senior vice president and chief financial officer, replacing current CFO, Alan Campbell, who announced his decision to retire in January of |
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| April 24, 2014 |
Freescale Semiconductor, Ltd. (Form: 8-K) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 24, 2014 Freescale Semiconductor, Ltd. (Exact name of registrant as specified in its charter) Bermuda 001-35184 98-0522138 (State or ot |
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| April 24, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 24, 2014 (April 24, 2014) FREESCALE SEMICONDUCTOR, LTD. (Exact Name of Registrant as Specified in Charter) Bermuda 001-35184 98-0522138 (State or Other Jurisdiction of Incorpora |
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| March 21, 2014 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| March 5, 2014 |
10 [Remainder of this page intentionally left blank] EX-10.1 2 d685868dex101.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION LOAN MODIFICATION AGREEMENT AND REFINANCING TERM LOAN AMENDMENT dated as of March 4, 2014 (this “Amendment”), to the Third Amended and Restated Credit Agreement dated as of March 1, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among FREESCALE SEMICONDUCTOR, INC., a Delaw |
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| March 5, 2014 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 5, 2014 (March 4, 2014) FREESCALE SEMICONDUCTOR, LTD. (Exact Name of Registrant as Specified in Charter) Bermuda 001-35184 98-0522138 (State or Other Jurisdiction of In |
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| March 5, 2014 |
FREESCALE SEMICONDUCTOR, LTD. EXECUTIVE SHARE OWNERSHIP GUIDELINES EX-10.2 3 d685868dex102.htm EX-10.2 Exhibit 10.2 FREESCALE SEMICONDUCTOR, LTD. EXECUTIVE SHARE OWNERSHIP GUIDELINES Purpose The Board of Directors of Freescale Semiconductor, Ltd. (the “Company”) believes that select members of the Company’s and its subsidiaries’ Officers should hold common shares of the Company to further align their interests and actions with the interests of the Company’s stock |
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| February 18, 2014 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2014 FREESCALE SEMICONDUCTOR, LTD. (Exact name of registrant as specified in its charter) Bermuda 333-141128-05 98-0522138 (State or other jurisdiction of incorporation) |
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| February 18, 2014 |
[Remainder of this page intentionally left blank] EX-10.1 Exhibit 10.1 EXECUTION VERSION REPLACEMENT REVOLVING CREDIT FACILITY AMENDMENT AND INCREMENTAL AMENDMENT dated as of February 10, 2014 (including any joinder entered into pursuant to the terms hereof, this “Amendment”), to the Third Amended and Restated Credit Agreement dated as of March 1, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreem |
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| February 18, 2014 |
EX-1.1 2 d675754dex11.htm EX-1.1 Exhibit 1.1 EXECUTION VERSION Freescale Semiconductor, Ltd. 35,000,000 Shares Plus an option to purchase from the Company, up to 5,250,000 additional Shares Common Shares Underwriting Agreement New York, New York February 11, 2014 Goldman, Sachs & Co. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. As Representatives o |
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| February 13, 2014 |
424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-193841 CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Maximum aggregate offering price Amount of registration fee(1) Common Shares, par value $0.01 per share $744,625,000.00 $95,907.70 (1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. Table of |
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| February 12, 2014 |
35,000,000 Shares Common Shares FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 Issuer Free Writing Prospectus Relating to Preliminary Prospectus Supplement dated February 10, 2014 Registration No. |
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| February 10, 2014 |
EX-4.8 3 a20131231ex48.htm SECOND SUPPLEMENTAL INDENTURE TO THE SENIOR SUBORDINATED NOTES INDENTURE EXHIBIT 4.8 SECOND SUPPLEMENTAL INDENTURE Second Supplemental Indenture (this “Supplemental Indenture”), dated as of June 20, 2008, among SigmaTel, Inc. (the “Guaranteeing Subsidiary”), a subsidiary of Freescale Semiconductor, Inc. (as successor by merger to Freescale Acquisition Corporation under t |
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| February 10, 2014 |
10-K 1 a2013123110k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission Fi |
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| February 10, 2014 |
EX-10.69 8 a20131231ex1069.htm INTELLECTUAL PROPERTY SECURITY AGREEMENT, DATED NOVEMBER 1, 2013 Exhibit 10.69 INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of November 1, 2013 among FREESCALE SEMICONDUCTOR, INC., as Issuer FREESCALE SEMICONDUCTOR HOLDINGS V, INC, SIGMATEL, LLC and CITIBANK, N.A., as Notes Collateral Agent TABLE OF CONTENTS ARTICLE I DEFINITIONS SECTION 1.01. Indenture 2 SECTIO |
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| February 10, 2014 |
EX-10.78 14 a20131231ex1078.htm 2011 OMNIBUS PLAN FORM RSU AWARD AGREEMENT (PARTICIPANT) Exhibit 10.78 FREESCALE SEMICONDUCTOR HOLDINGS 2011 OMNIBUS INCENTIVE PLAN FORM RESTRICTED SHARE UNIT AWARD AGREEMENT (Participant) THIS AGREEMENT (the “Agreement”), is made effective as of the date indicated in the grant summary in the Freescale equity recordkeeping system (the “Date of Grant”), by and among |
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| February 10, 2014 |
Subject to Completion, dated February 10, 2014 424B3 1 d671322d424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-193841 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and we are not soliciting an offer to buy securities in any jurisdiction where th |
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| February 10, 2014 |
EX-10.75 11 a20131231ex1075.htm 2011 OMNIBUS PLAN FORM RSU AWARD AGREEMENT (VICE PRESIDENT) Exhibit 10.75 FREESCALE SEMICONDUCTOR HOLDINGS 2011 OMNIBUS INCENTIVE PLAN FORM RESTRICTED SHARE UNIT AWARD AGREEMENT (Vice President) THIS AGREEMENT (the “Agreement”), is made effective as of the date indicated in the grant summary in the Freescale equity recordkeeping system (the “Date of Grant”), by and |
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| February 10, 2014 |
EX-10.76 12 a20131231ex1076.htm 2011 OMNIBUS PLAN FORM PRSU AWARD AGREEMENT (PARTICIPANT) Exhibit 10.76 FREESCALE SEMICONDUCTOR HOLDINGS 2011 OMNIBUS INCENTIVE PLAN FORM PERFORMANCE RESTRICTED SHARE UNIT AWARD AGREEMENT (Participant) THIS AGREEMENT (the “Agreement”), is made effective as of the date indicated in the grant summary in the Freescale equity recordkeeping system (the “Date of Grant”), |
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| February 10, 2014 |
Form S-3ASR Table of Contents As filed with the Securities and Exchange Commission on February 10, 2014 Registration No. |
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| February 10, 2014 |
EX-10.13 6 a21031231ex1013.htm FORM OF INDEMNIFICATION AGREEMENT EXHIBIT 10.13 INDEMNIFICATION AGREEMENT AGREEMENT, dated as of February , 2009, by and between Freescale Semiconductor, Inc., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”). WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available; WHEREAS, the Inde |
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| February 10, 2014 |
EX-10.77 13 a20131231ex1077.htm 2011 OMNIBUS PLAN FORM NQ STOCK OPTION AWARD AGREEMENT (PARTICIPANT) Exhibit 10.77 FREESCALE SEMICONDUCTOR HOLDINGS 2011 OMNIBUS INCENTIVE PLAN FORM NONQUALIFIED STOCK OPTION AGREEMENT (Participant) THIS AGREEMENT (the “Agreement”), is made effective as of the date indicated in the grant summary in the Freescale equity recordkeeping system (the “Date of Grant”), by |
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| February 10, 2014 |
EX-10.74 10 a20131231ex1074.htm 2011 OMNIBUS PLAN FORM NQ STOCK OPTION AWARD AGREEMENT (VICE PRESIDENT) Exhibit 10.74 FREESCALE SEMICONDUCTOR HOLDINGS 2011 OMNIBUS INCENTIVE PLAN FORM NONQUALIFIED STOCK OPTION AGREEMENT (Vice President) THIS AGREEMENT (the “Agreement”), is made effective as of the date indicated in the grant summary in the Freescale equity recordkeeping system (the “Date of Grant” |
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| February 10, 2014 |
Exhibit 21.1 Subsidiaries of Freescale Semiconductor, Ltd. Name State / Country of Incorporation Freescale Semiconductor Holdings II, Ltd. Bermuda Freescale Semiconductor Holdings III, Ltd. Bermuda Freescale Semiconductor Holdings IV, Ltd. Bermuda Freescale Semiconductor Holdings V, Inc. Delaware / USA Freescale Semiconductor, Inc. Delaware / USA Freescale Semiconductor Holding Limited British Vir |
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| February 10, 2014 |
EX-10.10 4 a20131231ex1010.htm SUPPLEMENT NO. 1, DATED AS OF JUNE 5, 2008, UNDER THE GUARANTY EXHIBIT 10.10 SUPPLEMENT NO. 1 dated as of June 5, 2008, to the Guaranty dated as of December 1, 2006, among FREESCALE SEMICONDUCTOR HOLDINGS V, INC. (formerly known as FREESCALE ACQUISITION HOLDINGS CORP.) (“Holdings”), FREESCALE SEMICONDUCTOR HOLDINGS III, LTD. (formerly known as FREESCALE HOLDINGS (BER |
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| February 10, 2014 |
AMENDMENT TO THE FREESCALE HOLDINGS 2006 MANAGEMENT INCENTIVE PLAN EX-10.14 7 a20131231ex1014.htm AMENDMENT TO THE 2006 MANAGEMENT INCENTIVE PLAN EXHIBIT 10.14 AMENDMENT TO THE FREESCALE HOLDINGS 2006 MANAGEMENT INCENTIVE PLAN This Amendment to the Freescale Holdings 2006 Management Incentive Plan (the “Incentive Plan”) is made as of February 4, 2009 (the “Effective Date”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in |
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| February 10, 2014 |
Exhibit 12.1 Freescale Semiconductor, Ltd. and Subsidiaries Computation of Ratio of Earnings to Fixed Charges (in millions) Year Ended December 31, 2013(3) Year Ended December 31, 2012(3) Year Ended December 31, 2011(3) Year Ended December 31, 2010(3) Year Ended December 31, 2009 Earnings: Earnings (loss) before income taxes(1) $ (168 ) $ (100 ) $ (381 ) $ (1,075 ) $ 507 Less: Capitalized interest |
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| February 10, 2014 |
EX-4.7 2 a20131231ex47.htm SECOND SUPPLEMENTAL INDENTURE TO THE SENIOR NOTES INDENTURE EXHIBIT 4.7 SECOND SUPPLEMENTAL INDENTURE Second Supplemental Indenture (this “Supplemental Indenture”), dated as of June 20, 2008, among SigmaTel, Inc. (the “Guaranteeing Subsidiary”), a subsidiary of Freescale Semiconductor, Inc. (as successor by merger to Freescale Acquisition Corporation under the Indenture |
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| February 10, 2014 |
AMENDED AND RESTATED FREESCALE SEMICONDUCTOR HOLDINGS 2007 EMPLOYEE INCENTIVE PLAN EXHIBIT 10.12 AMENDED AND RESTATED FREESCALE SEMICONDUCTOR HOLDINGS 2007 EMPLOYEE INCENTIVE PLAN 1. DEFINED TERMS Exhibit A, which is incorporated by reference, defines the terms used in the Plan and in the Award Agreements. 2. PURPOSE The Plan has been established to advance the interests of the Company and its Affiliates by providing for the grant to Participants of Awards. 3. ADMINISTRATION The |
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| February 10, 2014 |
EX-10.73 9 a20131231ex1073.htm 2011 OMNIBUS PLAN FORM PRSU AWARD AGREEMENT (VICE PRESIDENT) Exhibit 10.73 FREESCALE SEMICONDUCTOR HOLDINGS 2011 OMNIBUS INCENTIVE PLAN FORM PERFORMANCE RESTRICTED SHARE UNIT AWARD AGREEMENT (Vice President) THIS AGREEMENT (the “Agreement”), is made effective as of the date indicated in the grant summary in the Freescale equity recordkeeping system (the “Date of Gran |
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| February 6, 2014 |
Freescale Semiconductor, Ltd. (Form: 8-K) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 31, 2014 Freescale Semiconductor, Ltd. (Exact name of registrant as specified in its charter) Bermuda 001-35184 98-0522138 (State or |
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| January 28, 2014 |
Freescale Semiconductor, Ltd. (Form: 8-K) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 27, 2014 Freescale Semiconductor, Ltd. (Exact name of registrant as specified in its charter) Bermuda 001-35184 98-0522138 (State or |
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| January 28, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 28, 2014 (January 28, 2014) FREESCALE SEMICONDUCTOR, LTD. (Exact Name of Registrant as Specified in Charter) Bermuda 001-35184 98-0522138 (State or Other Jurisdiction of Incor |
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| January 28, 2014 |
Freescale Semiconductor Announces Fourth Quarter and Full-Year 2013 Results Exhibit 99.1 Freescale Semiconductor Announces Fourth Quarter and Full-Year 2013 Results AUSTIN, Texas-(BUSINESS WIRE)-January 28, 2014-Freescale Semiconductor, Ltd. (NYSE:FSL) today announced financial results for the fourth quarter and full-year ended December 31, 2013. Highlights include: Fourth Quarter 2013 GAAP Results Non-GAAP Results* • Net Sales of $1.08 billion • Adjusted earnings per sha |
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| January 13, 2014 |
Chief Financial Officer Alan Campbell Announces Decision to Retire From Freescale Semiconductor EX-99.1 Exhibit 99.1 NEWS RELEASE Chief Financial Officer Alan Campbell Announces Decision to Retire From Freescale Semiconductor Company Launches CFO Succession Process AUSTIN, TX. – January 13, 2014 – Freescale Semiconductor, Ltd. (NYSE:FSL) today announced that it has launched a formal process to identify a successor to Alan Campbell, chief financial officer, who has announced his decision to r |
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| January 13, 2014 |
Freescale Semiconductor, Ltd. (Form: 8-K) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 13, 2014 Freescale Semiconductor, Ltd. (Exact name of registrant as specified in its charter) Bermuda 001-35184 98-0522138 (State or |
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| November 4, 2013 |
EX-10.4 Exhibit 10.4 FREESCALE SEMICONDUCTOR HOLDINGS 2011 OMNIBUS INCENTIVE PLAN FORM NONQUALIFIED STOCK OPTION AGREEMENT (Senior Management) THIS AGREEMENT (the “Agreement”), is made effective as of the date indicated in the grant summary in the Freescale equity recordkeeping system (the “Date of Grant”), by and among Freescale Semiconductor, Ltd., a Bermuda exempted limited liability company (t |
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| November 4, 2013 |
EX-10.3 5 d619795dex103.htm EX-10.3 Exhibit 10.3 FREESCALE SEMICONDUCTOR HOLDINGS 2011 OMNIBUS INCENTIVE PLAN FORM PERFORMANCE RESTRICTED SHARE UNIT AWARD AGREEMENT (Senior Management) THIS AGREEMENT (the “Agreement”), is made effective as of the date indicated in the grant summary in the Freescale equity recordkeeping system (the “Date of Grant”), by and among Freescale Semiconductor, Ltd., a Ber |
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| November 4, 2013 |
EX-4.1 2 d619795dex41.htm EX-4.1 Exhibit 4.1 EXECUTION VERSION INDENTURE Dated as of November 1, 2013 Among FREESCALE SEMICONDUCTOR, INC., the Guarantors listed herein and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 6.000% SENIOR SECURED NOTES DUE 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 46 SECTION 1.03. Rules of Construct |
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| November 4, 2013 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 4, 2013 (October 29, 2013) FREESCALE SEMICONDUCTOR, LTD. (Exact Name of Registrant as Specified in Charter) Bermuda 001-35184 98-0522138 (State or Other Jurisdiction |
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| November 4, 2013 |
EX-10.1 Exhibit 10.1 [EXECUTION VERSION] SECURITY AGREEMENT dated as of November 1, 2013 among FREESCALE SEMICONDUCTOR, INC., as Issuer FREESCALE SEMICONDUCTOR HOLDINGS V, INC, FREESCALE SEMICONDUCTOR HOLDINGS IV, LTD., SIGMATEL, LLC and CITIBANK, N.A., as Notes Collateral Agent TABLE OF CONTENTS Page ARTICLE I Definitions SECTION 1.01. Indenture 2 SECTION 1.02. Other Defined Terms 2 SECTION 1.03. |
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| November 4, 2013 |
EX-10.5 Exhibit 10.5 FREESCALE SEMICONDUCTOR HOLDINGS 2011 OMNIBUS INCENTIVE PLAN FORM RESTRICTED SHARE UNIT AWARD AGREEMENT (Senior Management) THIS AGREEMENT (the “Agreement”), is made effective as of the date indicated in the grant summary in the Freescale equity recordkeeping system (the “Date of Grant”), by and among Freescale Semiconductor, Ltd., a Bermuda exempted limited liability company |
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| November 4, 2013 |
EX-10.2 4 d619795dex102.htm EX-10.2 Exhibit 10.2 [EXECUTION VERSION] INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of November 1, 2013 among FREESCALE SEMICONDUCTOR, INC., as Issuer FREESCALE SEMICONDUCTOR HOLDINGS V, INC, SIGMATEL, LLC and CITIBANK, N.A., as Notes Collateral Agent TABLE OF CONTENTS ARTICLE I DEFINITIONS SECTION 1.01. Indenture 2 SECTION 1.02. Other Defined Terms 2 ARTICLE II |
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| October 29, 2013 |
Freescale Semiconductor, Ltd. (Form: 8-K) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 28, 2013 Freescale Semiconductor, Ltd. (Exact name of registrant as specified in its charter) Bermuda 001-35184 98-0522138 (State or |
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| October 28, 2013 |
EX-99.1 Exhibit 99.1 Freescale Announces Senior Secured Notes Offering AUSTIN, Texas—(BUSINESS WIRE)—October 28, 2013— Freescale Semiconductor, Ltd. (NYSE: FSL) announced today that Freescale Semiconductor, Inc. (“Freescale”), its wholly owned indirect subsidiary, plans to offer, subject to market and other conditions, $500 million aggregate principal amount of senior secured notes (the “Notes”) t |
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| October 28, 2013 |
Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 28, 2013 (October 28, 2013) FREESCALE SEMICONDUCTOR, LTD. (Exact Name of Registrant as Specified in Charter) Bermuda 001-35184 98-0522138 (State or Other Jurisdiction |
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| October 25, 2013 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 27, 2013 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35184 |
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| October 24, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 24, 2013 (October 24, 2013) FREESCALE SEMICONDUCTOR, LTD. (Exact Name of Registrant as Specified in Charter) Bermuda 001-35184 98-0522138 (State or Other Jurisdiction of Incor |
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| October 24, 2013 |
Freescale Semiconductor Announces Third Quarter 2013 Results Exhibit 99.1 Freescale Semiconductor Announces Third Quarter 2013 Results AUSTIN, Texas-(BUSINESS WIRE)-October 24, 2013-Freescale Semiconductor, Ltd. (NYSE:FSL) today announced financial results for the third quarter ended September 27, 2013. Highlights include: GAAP Results Non-GAAP Results* • Net sales of $1.09 billion • EBITDA of $236 million • Gross margin of 43.6% • Adjusted earnings per sha |
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| September 13, 2013 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 13, 2013 (September 11, 2013) FREESCALE SEMICONDUCTOR, LTD. (Exact Name of Registrant as Specified in Charter) Bermuda 001-35184 98-0522138 (State or Other Jurisdiction |
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| September 13, 2013 |
[Remainder of this page intentionally left blank] EX-10.1 Exhibit 10.1 EXECUTION VERSION INCREMENTAL AMENDMENT dated as of September 11, 2013 (this “Amendment”), to the Third Amended and Restated Credit Agreement dated as of March 1, 2013 (as amended by this Amendment and further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among FREESCALE SEMICONDUCTOR, INC., a Delaware corporation (the “Borro |
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| August 30, 2013 |
Freescale Semiconductor, Ltd. (Form: 8-K) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 29, 2013 Freescale Semiconductor, Ltd. (Exact name of registrant as specified in its charter) Bermuda 001-35184 98-0522138 (State or o |
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| August 5, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 5, 2013 (July 30, 2013) FREESCALE SEMICONDUCTOR, LTD. (Exact Name of Registrant as Specified in Charter) Bermuda 001-35184 98-0522138 (State or Other Jurisdiction of Incorporat |
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| August 5, 2013 |
FREESCALE SEMICONDUCTOR, INC. EXECUTIVE SEVERANCE PLAN FOR SENIOR VICE PRESIDENTS Exhibit 10.1 FREESCALE SEMICONDUCTOR, INC. EXECUTIVE SEVERANCE PLAN FOR SENIOR VICE PRESIDENTS Freescale Semiconductor, Inc., a Delaware corporation (the “Company”) hereby adopts the Freescale Semiconductor, Inc. Executive Severance Plan for Senior Vice Presidents (the “Plan”), effective as of July 30, 2013 (the “Effective Date”), for the benefit of certain employees of the Company Group (defined |
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| July 26, 2013 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 28, 2013 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35184 FREE |
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| July 25, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 25, 2013 (July 25, 2013) FREESCALE SEMICONDUCTOR, LTD. (Exact Name of Registrant as Specified in Charter) Bermuda 001-35184 98-0522138 (State or Other Jurisdiction of Incorporati |
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| July 25, 2013 |
Freescale Semiconductor Announces Second Quarter 2013 Results Exhibit 99.1 Freescale Semiconductor Announces Second Quarter 2013 Results AUSTIN, Texas-(BUSINESS WIRE)-July 25, 2013-Freescale Semiconductor, Ltd. (NYSE:FSL) today announced financial results for the second quarter ended June 28, 2013. Highlights include: GAAP Results Non-GAAP Results* • Net sales of $1.04 billion • EBITDA of $212 million • Gross margin of 42.5% • Adjusted earnings per share of |
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| July 17, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 15, 2013 Freescale Semiconductor, Ltd. (Exact name of registrant as specified in its charter) Bermuda 001-35184 98-0522138 (State or other jurisdiction (Commission (I.R.S. Employ |
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| July 8, 2013 |
Freescale Semiconductor, Ltd. (Form: 8-K) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 8, 2013 Freescale Semiconductor, Ltd. (Exact name of registrant as specified in its charter) Bermuda 001-35184 98-0522138 (State or othe |
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| May 22, 2013 |
Exhibit 10.1 EXECUTION VERSION SECURITY AGREEMENT dated as of May 21, 2013 among FREESCALE SEMICONDUCTOR, INC., as Issuer FREESCALE SEMICONDUCTOR HOLDINGS V, INC, FREESCALE SEMICONDUCTOR HOLDINGS IV, LTD., SIGMATEL, LLC and CITIBANK, N.A., as Notes Collateral Agent TABLE OF CONTENTS Page ARTICLE I Definitions SECTION 1.01. Indenture 2 SECTION 1.02. Other Defined Terms 2 SECTION 1.03. Notes Collate |
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| May 22, 2013 |
Exhibit 4.1 EXECUTION COPY INDENTURE Dated as of May 21, 2013 Among FREESCALE SEMICONDUCTOR, INC., the Guarantors listed herein and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 5.000% SENIOR SECURED NOTES DUE 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 45 SECTION 1.03. Rules of Construct |
