May 23, 2011
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Mr. Ruairi Regan | |
| Mr. Daniel Morris | ||
| Re: | Freescale Semiconductor Holdings I, Ltd. | |
| Filed on Form S-1 | ||
| Registration No. 333-172188 | ||
Ladies and Gentlemen:
In connection with the above-captioned Registration Statement, we wish to advise you that between May 9, 2011 and the date hereof, we have distributed 5,626 copies of the Preliminary Prospectus dated May 9, 2011 to institutional investors, retail investors, underwriters, dealers, brokers and others.
We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.
We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m., EDT, on May 25, 2011 or as soon thereafter as practicable.
[Signature Pages Follow]
Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
DEUTSCHE BANK SECURITIES INC.
As Representatives of the
several Underwriters
CITIGROUP GLOBAL MARKETS INC.
| By: | /s/ Miguel Micheltorena | |
| Name: Miguel Micheltorena | ||
| Title: Director |
[Signature Page to the Underwriters’ Acceleration Request Letter]
DEUTSCHE BANK SECURITIES INC.
| By: | /s/ John Reed | |
| Name: John Reed | ||
| Title: Director | ||
| By: | /s/ Frank Windels | |
| Name: Frank Windels | ||
| Title: Director | ||
[Signature Page to the Underwriters’ Acceleration Request Letter]
