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 31, 2012

(Date of Event which Requires filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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SCHEDULE 13G

 

CUSIP No. G3727Q101		Page 1 of 16

 

1		Names of reporting persons   The Carlyle Group L.P.
2		Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
3		SEC use only
4		Citizen or place of organization       Delaware
Number of shares beneficially owned by each reporting person with				5		Sole voting power       0
				6		Shared voting power       205,671,482
				7		Sole dispositive power       0
				8		Shared dispositive power       205,671,482
9		Aggregate amount beneficially owned by each reporting person       205,671,482
10		Check if the aggregate amount in Row (9) excludes certain shares       Not Applicable
11		Percent of class represented by amount in Row 9       79.0%
12		Type of reporting person       PN

 

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SCHEDULE 13G

 

CUSIP No. G3727Q101		Page 2 of 16

 

1		Names of reporting persons   Carlyle Group Management L.L.C.
2		Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
3		SEC use only
4		Citizen or place of organization       Delaware
Number of shares beneficially owned by each reporting person with				5		Sole voting power       0
				6		Shared voting power       205,671,482
				7		Sole dispositive power       0
				8		Shared dispositive power       205,671,482
9		Aggregate amount beneficially owned by each reporting person       205,671,482
10		Check if the aggregate amount in Row (9) excludes certain shares       Not Applicable
11		Percent of class represented by amount in Row 9       79.0%
12		Type of reporting person       OO (Limited Liability Company)

 

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SCHEDULE 13G

 

CUSIP No. G3727Q101		Page 3 of 16

 

1		Names of reporting persons   Carlyle Holdings II GP L.L.C.
2		Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
3		SEC use only
4		Citizen or place of organization       Delaware
Number of shares beneficially owned by each reporting person with				5		Sole voting power       0
				6		Shared voting power       205,671,482
				7		Sole dispositive power       0
				8		Shared dispositive power       205,671,482
9		Aggregate amount beneficially owned by each reporting person       205,671,482
10		Check if the aggregate amount in Row (9) excludes certain shares       Not Applicable
11		Percent of class represented by amount in Row 9       79.0%
12		Type of reporting person       OO (Limited Liability Company)

 

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SCHEDULE 13G

 

CUSIP No. G3727Q101		Page 4 of 16

 

1		Names of reporting persons   Carlyle Holdings II L.P.
2		Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
3		SEC use only
4		Citizen or place of organization       Québec
Number of shares beneficially owned by each reporting person with				5		Sole voting power       0
				6		Shared voting power       205,671,482
				7		Sole dispositive power       0
				8		Shared dispositive power       205,671,482
9		Aggregate amount beneficially owned by each reporting person       205,671,482
10		Check if the aggregate amount in Row (9) excludes certain shares       Not Applicable
11		Percent of class represented by amount in Row 9       79.0%
12		Type of reporting person       OO (Québec société en commandit)

 

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SCHEDULE 13G

 

CUSIP No. G3727Q101		Page 5 of 16

 

1		Names of reporting persons   TC Group Cayman Investment Holdings, L.P.
2		Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
3		SEC use only
4		Citizen or place of organization       Cayman Islands
Number of shares beneficially owned by each reporting person with				5		Sole voting power       0
				6		Shared voting power       205,671,482
				7		Sole dispositive power       0
				8		Shared dispositive power       205,671,482
9		Aggregate amount beneficially owned by each reporting person       205,671,482
10		Check if the aggregate amount in Row (9) excludes certain shares       Not Applicable
11		Percent of class represented by amount in Row 9       79.0%
12		Type of reporting person       PN

 

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SCHEDULE 13G

 

CUSIP No. G3727Q101		Page 6 of 16

 

1		Names of reporting persons   TC Group Cayman Investment Holdings Sub L.P.
2		Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
3		SEC use only
4		Citizen or place of organization       Cayman Islands
Number of shares beneficially owned by each reporting person with				5		Sole voting power       0
				6		Shared voting power       205,671,482
				7		Sole dispositive power       0
				8		Shared dispositive power       205,671,482
9		Aggregate amount beneficially owned by each reporting person       205,671,482
10		Check if the aggregate amount in Row (9) excludes certain shares       Not Applicable
11		Percent of class represented by amount in Row 9       79.0%
12		Type of reporting person       PN

 

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SCHEDULE 13G

 

CUSIP No. G3727Q101		Page 7 of 16

 

1		Names of reporting persons   Carlyle Offshore Partners II Holdings, Ltd.
2		Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
3		SEC use only
4		Citizen or place of organization       Cayman Islands
Number of shares beneficially owned by each reporting person with				5		Sole voting power       0
				6		Shared voting power       0
				7		Sole dispositive power       0
				8		Shared dispositive power       0
9		Aggregate amount beneficially owned by each reporting person       0
10		Check if the aggregate amount in Row (9) excludes certain shares       Not Applicable
11		Percent of class represented by amount in Row 9       0.0%
12		Type of reporting person       OO (Cayman Islands Exempt Company)

 

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SCHEDULE 13G

 

CUSIP No. G3727Q101		Page 8 of 16

 

1		Names of reporting persons   Carlyle Offshore Partners II, Ltd.
2		Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
3		SEC use only
4		Citizen or place of organization       Cayman Islands
Number of shares beneficially owned by each reporting person with				5		Sole voting power       0
				6		Shared voting power       0
				7		Sole dispositive power       0
				8		Shared dispositive power       0
9		Aggregate amount beneficially owned by each reporting person       0
10		Check if the aggregate amount in Row (9) excludes certain shares       Not Applicable
11		Percent of class represented by amount in Row 9       0.0%
12		Type of reporting person       OO (Cayman Islands Exempt Company)

 

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SCHEDULE 13G

 

CUSIP No. G3727Q101		Page 9 of 16

 

1		Names of reporting persons   DBD Cayman Holdings, Ltd.
2		Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
3		SEC use only
4		Citizen or place of organization       Cayman Islands
Number of shares beneficially owned by each reporting person with				5		Sole voting power       0
				6		Shared voting power       0
				7		Sole dispositive power       0
				8		Shared dispositive power       0
9		Aggregate amount beneficially owned by each reporting person       0
10		Check if the aggregate amount in Row (9) excludes certain shares       Not Applicable
11		Percent of class represented by amount in Row 9       0.0%
12		Type of reporting person       OO (Cayman Islands Exempt Company)

 

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SCHEDULE 13G

 

CUSIP No. G3727Q101		Page 10 of 16

 

1		Names of reporting persons   DBD Cayman, Ltd.
2		Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
3		SEC use only
4		Citizen or place of organization       Cayman Islands
Number of shares beneficially owned by each reporting person with				5		Sole voting power       0
				6		Shared voting power       0
				7		Sole dispositive power       0
				8		Shared dispositive power       0
9		Aggregate amount beneficially owned by each reporting person       0
10		Check if the aggregate amount in Row (9) excludes certain shares       Not Applicable
11		Percent of class represented by amount in Row 9       0.0%
12		Type of reporting person       OO (Cayman Islands Exempt Company)

 

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SCHEDULE 13G

 

CUSIP No. G3727Q101		Page 11 of 16

 

1		Names of reporting persons   TCG Holdings Cayman II, L.P.
2		Check the appropriate box if a member of a group (a)  ¨        (b)  ¨
3		SEC use only
4		Citizen or place of organization       Cayman Islands
Number of shares beneficially owned by each reporting person with				5		Sole voting power       0
				6		Shared voting power       0
				7		Sole dispositive power       0
				8		Shared dispositive power       0
9		Aggregate amount beneficially owned by each reporting person       0
10		Check if the aggregate amount in Row (9) excludes certain shares       Not Applicable
11		Percent of class represented by amount in Row 9       0.0%
12		Type of reporting person       PN

 

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SCHEDULE 13G

 

CUSIP No. G3727Q101		Page 12 of 16

 

ITEM 1.		(a)		Name of Issuer:
				Freescale Semiconductor, Ltd., formerly known as Freescale Semiconductor Holdings I, Ltd. (the “Issuer”)
		(b)		Address of Issuer’s Principal Executive Offices:
				6501 William Cannon Dr. West Austin, Texas 78735
ITEM 2.		(a)		Name of Person Filing:
				Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
				Carlyle Group Management L.L.C. The Carlyle Group L.P. Carlyle Holdings II GP L.L.C. Carlyle Holdings II L.P. TC Group Cayman Investment Holdings, L.P. TC Group Cayman Investment Holdings Sub L.P. Carlyle Offshore Partners II Holdings, Ltd. Carlyle Offshore Partners II, Ltd. DBD Cayman Holdings, Ltd. DBD Cayman, Ltd. TCG Holdings Cayman II, L.P.
				Following an internal reorganization on May 2, 2012, TCG Holdings Cayman II, L.P. is no longer the general partner of TC Group Cayman Investment Holdings. Accordingly, Carlyle Offshore Partners II Holdings, Ltd., Carlyle Offshore Partners II, Ltd., DBD Cayman Holdings, Ltd., DBD Cayman, Ltd. and TCG Holdings Cayman II, L.P. may no longer be deemed to beneficially own the shares reported herein.
		(b)		Address or Principal Business Office:
				The address of each of Carlyle Group Management L.L.C., The Carlyle Group L.P., Carlyle Holdings II GP L.L.C. and Carlyle Holdings II L.P. c/o The Carlyle Group, 1001 Pennsylvania Ave., NW, Suite 220 South, Washington, D.C. 20004-2505. The address of each of the other Reporting Persons is c/o Walker Corporate Services Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9001 Cayman Islands.

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SCHEDULE 13G

 

CUSIP No. G3727Q101		Page 13 of 16

 

		(c)		Citizenship of each Reporting Person is:
				Carlyle Group Management L.L.C., The Carlyle Group L.P. and Carlyle Holdings II GP L.L.C. are organized in the state of Delaware. Carlyle Holdings II L.P. is a Québec société en commandit. Each of the other Reporting Persons is organized under the laws of the Cayman Islands.
		(d)		Title of Class of Securities:
				Common shares, par value $0.01 per share (“Common Shares”).
		(e)		CUSIP Number:
				G3727Q101
ITEM 3.
		Not applicable.

 

ITEM 4.

Ownership

Ownership (a-c)

The ownership information presented below represents beneficial ownership of Common Shares of the Issuer as of December 31, 2012, based upon 250,736,676 Common Shares outstanding as of January 30, 2013.

 

Reporting Person		Amount beneficially owned				Percent of class:				Sole power to vote or to direct the vote:				Shared power to vote or to direct the vote:				Sole power to dispose or to direct the disposition of:				Shared power to dispose or to direct the disposition of:
Carlyle Group Management L.L.C.			205,671,482				79.0	%			0				205,671,482				0				205,671,482
The Carlyle Group L.P.			205,671,482				79.0	%			0				205,671,482				0				205,671,482
Carlyle Holdings II GP L.L.C.			205,671,482				79.0	%			0				205,671,482				0				205,671,482
Carlyle Holdings II L.P.			205,671,482				79.0	%			0				205,671,482				0				205,671,482
TC Group Cayman Investment Holdings, L.P.			205,671,482				79.0	%			0				205,671,482				0				205,671,482
TC Group Cayman Investment Holdings Sub L.P.			205,671,482				79.0	%			0				205,671,482				0				205,671,482
Carlyle Offshore Partners II Holdings, Ltd.			0				0.0	%			0				0				0				0
Carlyle Offshore Partners II, Ltd.			0				0.0	%			0				0				0				0
DBD Cayman Holdings, Ltd.			0				0.0	%			0				0				0				0
DBD Cayman, Ltd.			0				0.0	%			0				0				0				0
TCG Holdings Cayman II, L.P.			0				0.0	%			0				0				0				0

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SCHEDULE 13G

 

CUSIP No. G3727Q101		Page 14 of 16

 

Freescale Holdings L.P. is the record holder of 196,136,895 Common Shares and a warrant currently exercisable for 9,534,587 Common Shares (together, the “Freescale Shares”). Freescale LP is controlled by its general partner, Freescale Holdings GP, Ltd. Entities that are directly or indirectly controlled by the Reporting Persons hold in the aggregate (1) 1,125,000 Class A limited partnership interests in Freescale Holdings L.P., representing 15.91% of the total Class A limited partnership interests outstanding, and (2) 250 shares of Freescale Holdings GP, Ltd., representing 25% of the total shares outstanding of Freescale Holdings GP, Ltd.

Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the managing member of Carlyle Holdings II GP L.L.C., which is the general partner of Carlyle Holdings II L.P., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P.

 

ITEM 5.

Ownership of Five Percent or Less of a Class

Not applicable.

 

ITEM 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

 

ITEM 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

 

ITEM 8.

Identification and Classification of Members of the Group

Not applicable.

 

ITEM 9.

Notice of Dissolution of Group

Not applicable.

 

ITEM 10.

Certification

Not applicable.

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SCHEDULE 13G

 

CUSIP No. G3727Q101		Page 15 of 16

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2013

 

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SCHEDULE 13G

 

CUSIP No. G3727Q101		Page 16 of 16

 

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LIST OF EXHIBITS

 

Exhibit No.		Description
24		Power of Attorney
99		Joint Filing Agreement

Exhibit 24

POWER OF ATTORNEY

The undersigned understands that, from time to time, the Carlyle Companies (defined below) are required to prepare, execute and file certain federal and state securities laws filings.

Know all by these presents, that the undersigned hereby constitutes and appoints each of Curt Buser, Jeff Ferguson, David Pearson, Catherine Ziobro, R. Rainey Hoffman, Joanne Cosiol, Monica Harris, Jeremy Anderson, Bruno De Gusmao, Ann Siebecker, Andrea Pekala, Tom Mayrhofer, Orit Mizrachi, John Beczak, Rick Kappler, Matt LoRusso, Rob Konigsberg, James Sloan, Anne Frederick, Norma Kuntz, Victoria Jong, Erica Herberg or any of them signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

(1) prepare, execute in the name of each Carlyle Company and on behalf of each Carlyle Company, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of Forms D (“Form D”) required to be filed in accordance with Rule 503 (“Rule 503”) promulgated with respect to Sections 4(2), 4(6) and 3(b) of the Securities Act of 1933 (the “1933 Act”) and reports required by Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 (the “1934 Act”) or any rule or regulation of the SEC;

(2) prepare and execute for and on behalf of each Carlyle Company, in the undersigned’s capacity as a Chairman, authorized person, officer and/or director of each Carlyle Company, federal and state securities laws filings including without limitation Forms D pursuant to Rule 503 and Schedules 13D and 13G and Forms 3, 4, and 5 in accordance with Sections 13(d) and 16(a) of the 1934 Act and the rules thereunder;

(3) do and perform any and all acts for and on behalf of each Carlyle Company which may be necessary or desirable to complete and execute any such federal and state securities laws filings including without limitation Forms D, Schedules 13D and 13G and Forms 3, 4, and 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and the securities administrators of any state, the District of Columbia, the Commonwealth of Puerto Rico, Guam and the United States Virgin Islands or their designees and any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted,

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whether the same needs to be executed, taken or done by him in his capacity as a current or former member, partner, shareholder, director or officer of any company, partnership, corporation, organization, firm, branch or other entity connected with, related to or affiliated with any of the entities constituting the Carlyle Companies or entities that directly or indirectly hold interests in the Carlyle Companies.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with federal and state securities laws, including without limitation Rule 503 of the 1933 Act or Section 13 and Section 16 of the 1934 Act.

This Power of Attorney and all authority conferred hereby shall not be terminated by operation of law, whether by the death or incapacity of the undersigned or by occurrence of any other event. Actions taken by an attorney-in-fact pursuant to this Power of Attorney shall be as valid as if any event described in the preceding sentence had not occurred, whether or not the attorney-in-fact shall have received notice of such event. Notwithstanding the foregoing, (i) in the event that an attorney-in-fact is no longer employed by The Carlyle Group Employee Co., L.L.C. or its affiliates, this Power of Attorney and all authority conferred hereby shall be immediately terminated with respect to such Attorney, and (ii) the undersigned may terminate or revoke this Power of Attorney at any time.

For purposes hereof, the “Carlyle Companies” shall consist of: (i) Carlyle Group Management L.L.C., The Carlyle Group L.P., Carlyle Holdings I GP Inc., Carlyle Holdings I GP Sub L.L.C., Carlyle Holdings I L.P., Carlyle Holdings II GP L.L.C., Carlyle Holdings II L.P., Carlyle Holdings III GP Management L.L.C., Carlyle Holdings III GP L.P., Carlyle Holdings III GP Sub L.L.C., Carlyle Holdings III L.P., TC Group Sub L.P., TC Group Investment Holdings Sub L.P., TC Group Cayman Investment Holdings Sub L.P., TC Group Cayman Sub L.P. and (ii) the subsidiaries and affiliates of the foregoing in clause (i), including without limitation investment funds sponsored directly or indirectly by one or more of the Carlyle Companies.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8^th day of May, 2012.

 

/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Chairman

Exhibit 99

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the Common Shares beneficially owned by each of them of Freescale Semiconductor, Ltd. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 14th day of February, 2013.

 

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