STATS ChipPAC Announces Debt Financing and Tender Offer and Consent Solicitation for Its Senior Notes
Market Wire, June, 2008
UNITED STATES -- 6/19/2008 -- STATS ChipPAC Ltd. ("STATS ChipPAC" or the "Company") (SGX-ST: STATSChP) (SES: S24), a leading semiconductor test and advanced packaging service provider, today announced that it intends to pursue a debt financing plan in furtherance of its proposed capital reduction exercise that was previously announced. The debt financing is expected to consist of a private placement of senior notes (the "New Notes") and senior secured credit facilities (the "New Credit Facilities") comprising a term loan and a revolving credit facility. As part of the debt financing plan, the Company has commenced a cash tender offer and consent solicitation in respect of its $150 million of 7.5% Senior Notes due 2010 and its $215 million of 6.75% Senior Notes due 2011 (collectively, the "Existing Notes"). The Company intends to use the net proceeds from the private placement, together with borrowings under the term loan, to (1) fund its proposed cash distribution to shareholders (if the capital reduction is effected), (2) fund the tender offer and consent solicitation and repay certain of its other indebtedness, (3) pay the costs associated with the foregoing, and (4) for general corporate purposes.
Private Placement of New Notes
The Company intends to offer, subject to market conditions and other factors, the New Notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The New Notes are expected to consist of two tranches and pay interest semi-annually. The New Notes are expected to constitute senior, unsecured obligations of the Company and to be guaranteed by certain wholly-owned subsidiaries. The Company has applied for and expects to receive approval in-principle from the Singapore Exchange Securities Trading Limited (the "SGX-ST") for the listing and quotation of the New Notes.
The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed in this release. Admission of the New Notes to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Company or the New Notes.
New Credit Facilities
Concurrently with the private placement of the New Notes, the Company intends to enter into the New Credit Facilities for $450 million comprising (1) a three-year amortizing term loan (the "Term Loan") and (2) a three-year revolving capital expenditure credit facility (the "Capex Facility"). The Term Loan is expected to be for $300 million and the Capex Facility is expected to be for $150 million. The New Credit Facilities are expected to be guaranteed by all of the Company's wholly-owned subsidiaries (except its China subsidiaries and STATS ChipPAC Korea Ltd.) and secured by substantially all of the assets of the Company and its subsidiary guarantors, except as prohibited by applicable law or the rules of any applicable regulatory authorities. The Term Loan is expected to be drawn down concurrently with the completion of the private placement. The Capex Facility is expected to initially be unutilized.
Tender Offer and Consent Solicitation in respect of the Existing Notes
In addition, concurrently with the private placement, the Company has commenced a cash tender offer for any and all of its Existing Notes. In conjunction with the tender offer, the Company is also soliciting consents of holders of the Existing Notes to adopt proposed amendments to the respective indentures governing the Existing Notes that would eliminate or modify substantially all of the restrictive covenants, certain reporting obligations, certain events of default and certain other provisions under the respective indentures.
The tender offer will expire at 5:00 p.m., New York City time, on Tuesday, July 22, 2008, unless extended or earlier terminated (the "Expiration Date"). Holders who validly tender their Existing Notes at or prior to 5:00 p.m., New York City time, on Wednesday, July 2, 2008, unless extended or earlier terminated (the "Consent Deadline"), will receive the Total Consideration (as defined below) and will be deemed to have delivered their consents pursuant to the consent solicitation. Holders who validly tender their Existing Notes after the Consent Deadline but on or prior to the Expiration Date will receive only the Tender Consideration (as defined below).
The following table provides information with respect to the Notes and summarizes terms material to the determination of the applicable Total Consideration and the applicable Tender Consideration, each as defined below:
Series Common Codes/ Earliest Reference Fixed
of CUSIPs/ISINs Redemption Security Spread
Existing Price (in
Notes basis
points)
$150 022422669, $1,000 per 3.875% 50
million 022422642, $1,000 U.S.
of 7.5% 022457241/ principal Treasury
Senior 85771TAD6, amount Note due
Notes 85771TAE4, July 15,
due Y8162BAB1/ 2010
2010 US85771TAD63,
USY8162BAB19,
US85771TAE47
$215 020574089, $1,033.75 4.75% 50
million 020563532 per $1,000 U.S.
of 021811157/ principal Treasury
6.75% 85771TAA2 amount Note due
Senior 85771TAC8, November
Notes Y8162BAA3/ 15, 2008
due US85771TAA25,
2011 USY8162BAA36,
US85771TAC80
A. B. C.
Total Consent Tender
Consideration Payment Consideration
Existing Note $30 per Total
cashflow $1,000 Consideration
discounted at principal minus Consent
the yield on amount Payment
the applicable (A-B=C)
Reference
Security plus
the Fixed
Spread
$30 per
$1,000
principal
amount
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