4//SEC Filing
Freescale Semiconductor, Ltd. 4
Accession 0001209191-15-084219
CIK 0001392522operating
Filed
Dec 8, 7:00 PM ET
Accepted
Dec 9, 4:00 PM ET
Size
21.1 KB
Accession
0001209191-15-084219
Insider Transaction Report
Form 4
BCP (Cayman) V-S L.P.
Director10% Owner
Transactions
- Disposition to Issuer
Common Shares
2015-12-07−94,504,498.5→ 0 total(indirect: See footnotes)
Blackstone Family Investment Partnership (Cayman) V L.P.
Director10% Owner
Transactions
- Disposition to Issuer
Common Shares
2015-12-07−94,504,498.5→ 0 total(indirect: See footnotes)
Blackstone Participation Partnership (Cayman) V L.P.
Director10% Owner
Transactions
- Disposition to Issuer
Common Shares
2015-12-07−94,504,498.5→ 0 total(indirect: See footnotes)
Blackstone Capital Partners (Cayman) V-A, L.P.
Director10% Owner
Transactions
- Disposition to Issuer
Common Shares
2015-12-07−94,504,498.5→ 0 total(indirect: See footnotes)
Blackstone Capital Partners (Cayman) V L.P.
Director10% Owner
Transactions
- Disposition to Issuer
Common Shares
2015-12-07−94,504,498.5→ 0 total(indirect: See footnotes)
BLACKSTONE FAMILY GP LLC
Director10% Owner
Transactions
- Disposition to Issuer
Common Shares
2015-12-07−94,504,498.5→ 0 total(indirect: See footnotes)
Blackstone Family Investment Partnership (Cayman) V-SMD L.P.
Director10% Owner
Transactions
- Disposition to Issuer
Common Shares
2015-12-07−94,504,498.5→ 0 total(indirect: See footnotes)
Footnotes (6)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger, dated as of March 1, 2015 (the "Merger Agreement"), by and among NXP Semiconductors N.V. ("NXP"), Nimble Acquisition Limited ("Merger Sub") and the Issuer, whereby Merger Sub merged with and into the Issuer with the Issuer surviving the merger as an indirect, wholly-owned subsidiary of NXP (the "Merger"). At the effective time of the Merger, each Common Share of the Issuer (the "Freescale Shares"), issued and outstanding immediately prior to such time was cancelled (other than Freescale Shares held by the Issuer in treasury or owned by NXP, Merger Sub or any other direct or indirect wholly-owned subsidiary of NXP) and converted into the right to receive $6.25 in cash, without interest, plus 0.3521 of a duly authorized, validly issued and fully paid ordinary share of NXP, par value EUR 0.20 per share (the "NXP Ordinary Shares") (together with cash in lieu of fractional Freescale Shares).
- [F2](cont'd) As of the close of trading on December 7, 2015, the market price of NXP Ordinary Shares was $86.25 per share.
- [F3]On December 4, 2015, Freescale Holdings L.P. made a distribution of all of the Freescale Shares held directly by it to its limited partners, including 94,504,498.5 Freescale Shares to funds that are directly or indirectly controlled by the Reporting Persons and certain of their affiliates, as reported on the Form 4 filed by Freescale Holdings L.P. on December 8, 2015. Freescale Holdings L.P. was the direct holder of 196,980,050 Freescale Shares, which were previously reported as indirectly beneficially owned by the Reporting Persons (to the extent of their pecuniary interest therein).
- [F4](cont'd) The Blackstone Funds (as defined below) held 250 shares of Freescale Holdings GP, Ltd., representing 25% of the total shares outstanding, as follows: (i) 88 shares held by Blackstone Capital Partners (Cayman) V L.P. ("BCP V"), whose general partner is Blackstone Management Associates (Cayman) V L.P. ("BMA V"); (ii) 82 shares held by Blackstone Capital Partners (Cayman) V-A L.P. ("BCP V-A"), whose general partner is BMA V; (iii) 70 shares held by BCP (Cayman) V-S L.P. ("BCP V-S"), whose general partner is BMA V; (iv) 7 shares held by Blackstone Family Investment Partnership (Cayman) V-SMD L.P. ("BFIP V-SMD"), whose general partner is Blackstone Family GP L.L.C.
- [F5](cont'd) (v) 2 shares held by Blackstone Family Investment Partnership (Cayman) V L.P. ("BFIP V"), whose general partner is BCP V GP L.L.C.; and (vi) 1 share held by Blackstone Participation Partnership (Cayman) V L.P. ("BPP V" and, together with BCP V, BCP V-A, BCP V-S, BFIP V-SMD and BFIP V, the "Blackstone Funds"), whose general partner is BCP V GP L.L.C. The Blackstone Funds and certain of their affiliates also held 3,395,055 Class A limited partnership interests in Freescale Holdings L.P. (collectively, the "Class A Funds").
- [F6](cont'd) Blackstone LR Associates (Cayman) V Ltd. ("BLRA") and BCP V GP L.L.C. are the general partners of BMA V. Blackstone Holdings III L.P. is the sole member of BCP V GP L.L.C. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. Mr. Schwarzman is a director and controlling person of BLRA. Blackstone Family GP L.L.C. is controlled by its founding member, Mr. Schwarzman.
Documents
Issuer
Freescale Semiconductor, Ltd.
CIK 0001392522
Entity typeoperating
IncorporatedBermuda
Related Parties
1- filerCIK 0001392522
Filing Metadata
- Form type
- 4
- Filed
- Dec 8, 7:00 PM ET
- Accepted
- Dec 9, 4:00 PM ET
- Size
- 21.1 KB