0000903423-12-000099.txt : 20120214 0000903423-12-000099.hdr.sgml : 20120214 20120214162743 ACCESSION NUMBER: 0000903423-12-000099 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Freescale Semiconductor Holdings I, Ltd. CENTRAL INDEX KEY: 0001392522 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 980522138 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86691 FILM NUMBER: 12610351 BUSINESS ADDRESS: STREET 1: CLARENDON HOUSE STREET 2: 2 CHURCH STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 BUSINESS PHONE: 512-895-2000 MAIL ADDRESS: STREET 1: 6501 WILLIAM CANNON DRIVE WEST CITY: AUSTIN STATE: TX ZIP: 78735 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TPG Group Holdings (SBS) Advisors, Inc. CENTRAL INDEX KEY: 0001495741 IRS NUMBER: 271650453 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O TPG CAPITAL, L.P. STREET 2: 301 COMMERCE ST. SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: C/O TPG CAPITAL, L.P. STREET 2: 301 COMMERCE ST. SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13G 1 tpgsbsfreescale-13g.htm Unassociated Document

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
 
SCHEDULE 13G

(Amendment No. __)*
 
Under the Securities Exchange Act of 1934
 
 
                 Freescale Semiconductor Holdings I, Ltd.­­                
(Name of Issuer)
 
       Common Stock, par value $0.01 Per Share    
(Titles of Class of Securities)
 
                                     G3727Q 101                                        
(CUSIP Number)
 
                           December 31, 2011                            
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o Rule 13d-1(b)
o Rule 13d-1(c)
x Rule 13d-1(d)
 
* The remainder of this cover page shall be filled out of 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 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 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).
 

 
 

 


CUSIP No. G3727Q 101
13G
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
TPG Group Holdings (SBS) Advisors, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
  
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF
5
SOLE VOTING POWER
 
- 0 -
 
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
205,671,482*
 
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
- 0 -
 
WITH:
8
SHARED DISPOSITIVE POWER
 
205,671,482*
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
205,671,482*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
 80.5% (1)
12
TYPE OF REPORTING PERSON*
 
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT

*Includes 9,534,587 shares of common stock subject to a currently exercisable warrant.

(1) Based on a total of approximately 245,835,050 shares of Common Stock outstanding as of January 27, 2012, as reported on the Issuer’s Form 10-K, dated February 3, 2012.
 
 

 
 
CUSIP No. G3727Q 101
13G
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
David Bonderman
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
   
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
 
NUMBER OF
5
SOLE VOTING POWER
 
- 0 -
 
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
205,671,482*
 
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
- 0 -
 
WITH:
8
SHARED DISPOSITIVE POWER
 
205,671,482*
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
205,671,482*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
80.5% (2)
12
TYPE OF REPORTING PERSON*
 
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
 
*Includes 9,534,587 shares of common stock subject to a currently exercisable warrant.

(2) Based on a total of approximately 245,835,050 shares of Common Stock outstanding as of January 27, 2012, as reported on the Issuer’s Form 10-K, dated February 3, 2012.

 
 

 
 
CUSIP No. G3727Q 101
13G
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
James G. Coulter
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
  
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
5
SOLE VOTING POWER
 
- 0 -
 
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
205,671,482*
 
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
- 0 -
 
WITH:
8
SHARED DISPOSITIVE POWER
 
205,671,482*
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
205,671,482*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
80.5% (3)
12
TYPE OF REPORTING PERSON*
 
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT

*Includes 9,534,587 shares of common stock subject to a currently exercisable warrant.

(3) Based on a total of approximately 245,835,050 shares of Common Stock outstanding as of January 27, 2012, as reported on the Issuer’s Form 10-K, dated February 3, 2012.

 
 

 

 
Item 1(a).
 Name of Issuer:
 
Freescale Semiconductor Holdings I, Ltd. (the “Issuer”).
 
 
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
 
6501 William Cannon Drive West
Austin, Texas 78735
   
Item 2(a).
Name of Person Filing:
   
 
This Schedule 13G is being filed jointly on behalf of TPG Group Holdings (SBS) Advisors, Inc, a Delaware corporation (“Group Advisors”), David Bonderman and James G. Coulter (each, a “Reporting Person” and, together, the “Reporting Persons”), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

Group Advisors is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings I-A, LLC, a Delaware limited liability company, which is the general partner of TPG Holdings I, L.P., a Delaware limited partnership, which is (i) the sole shareholder of each of TPG GenPar IV-AIV Advisors, Inc., a Delaware corporation (“GenPar IV-AIV”) and TPG GenPar V-AIV Advisors, Inc., a Delaware corporation (“GenPar V-AIV”) and (ii) the sole member of TPG GenPar V Advisors, LLC, a Delaware limited liability company (“GenPar V”).  GenPar IV-AIV is the general partner of TPG GenPar IV-AIV, L.P., a Cayman limited partnership, which is the general partner of TPG Partners IV-AIV, L.P., a Delaware limited partnership (“Partners IV”), which holds 75 shares of Freescale Holdings GP, Ltd. (“Freescale GP”). GenPar V-AIV is the general partner of TPG GenPar V-AIV, L.P., a Cayman limited partnership, which is the general partner of TPG Partners V-AIV, L.P., a Cayman limited partnership (“Partners V”), which holds 174.17 shares of Freescale GP.  GenPar V is the general partner of TPG GenPar V, L.P., a Delaware limited partnership, which is the general partner of each of (i) TPG FOF V-A, L.P., a Delaware limited partnership (“TPG FOF A”), which holds .46 shares of Freescale GP, and (ii) TPG FOF V-B, L.P., a Delaware limited partnership (“TPG FOF B” and, together with Partners IV, Partners V and TPG FOF A, the “TPG Funds”), which holds .27 shares of Freescale GP.

The TPG Funds in the aggregate hold 25% of the total shares outstanding of Freescale GP, which is the general partner of Freescale Holdings L.P. (“Freescale LP”), which directly holds the shares of Common Stock of the Issuer (the “Shares”) reported herein.  Because of Group Advisors’ relationship to the TPG Funds, Group Advisors may be deemed to beneficially own the Shares.

David Bonderman and James G. Coulter are officers, directors and sole shareholders of Group Advisors and therefore may be deemed to beneficially own the Shares.  Messrs. Bonderman and Coulter disclaim beneficial ownership of the Shares except to the extent of their pecuniary interest therein.
 
Item 2(b).
Address of Principal Business Office or, if none, Residence:
 
 
The principal business address of each of the Reporting Persons is as follows:
 
c/o TPG Global, LLC
301 Commerce Street, Suite 3300
Forth Worth, Texas 76102
 
Item 2(c).
Citizenship:
 
See responses to Item 4 on each cover page.
   
Item 2(d).
Title of Class of Securities:
 
Common Stock, par value $0.01 per share (“Common Stock”).
   
Item 2(e).
CUSIP Number:
 
G3727Q 101
   
Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):
   
(a)
 
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
     
(b)
 
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
     
(c)
 
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
     
(d)
 
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
     
(e)
 
Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
 
(f)
 
Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
     
(g)
 
Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
     
(h)
 
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813).
 
(i)
 
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
 
(j)
 
Non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
 
(k)
 
Group in accordance with §240.13d-1(b)(1)(ii)(K).
 
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________
 
 
 
 

 
 
Item 4. Ownership.
   
(a)
Amount Beneficially Owned:
 
See responses to Item 9 on each cover page.
   
(b) Percent of Class:
   
 
See responses to Item 11 on each cover page.
   
(c) Number of shares as to which such person has:
       
  (i)    Sole power to vote or to direct the vote:
   
See responses to Item 5 on each cover page.
     
  (ii)    Shared power to vote or to direct the vote:
    See responses to Item 6 on each cover page.
     
  (iii)    Sole power to dispose or to direct the disposition of:
   
See responses to Item 7 on each cover page.
     
  (iv)    Shared power to dispose or direct the disposition of:
   
See responses to Item 8 on each cover page.
   
Item 5.
Ownership of Five Percent or Less of a Class.
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
   
 
 
 

 
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.
   
 
See response to Item 2(a) above.
   
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. 


 
 

 


 
 
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.
 
Dated: February 14, 2012
 
 
TPG Group Holdings (SBS) Advisors, Inc.
   
 
By:  /s/  Ronald Cami      
  Name:  Ronald Cami
  Title: Vice President
   
 
David Bonderman
   
 
By:  /s/  Ronald Cami      
  Name:  Ronald Cami, on behalf of David Bonderman (4)
     
 
James G. Coulter
   
 
By:  /s/  Ronald Cami      
  Name:  Ronald Cami, on behalf of James G. Coulter (5)
     
 
 
 
_______________
 
(4) Ronald Cami is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated July 1, 2010, which was previously filed with the Securities and Exchange Commission (“Commission”) as an exhibit to a Form 13D filed by Mr. Bonderman on July 26, 2010.
 
(5) Ronald Cami is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated July 1, 2010, which was previously filed with the Commission as an exhibit to a Form 13D filed by Mr. Coulter on July 26, 2010.
 

 
 

 

 
Exhibit Index
 
Exhibit 1
Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.*
 
 

 
 _______________
 
* Incorporated herein by reference to the Agreement of Joint Filing by TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors V, Inc., TPG Advisors VI, Inc., T3 Advisors, Inc., T3 Advisors II, Inc., TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter, dated as of February 14, 2011, which was previously filed with the Commission as Exhibit 1 to Schedule 13G filed by TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter on February 14, 2011.