STATS ChipPAC Announces Private Exchange Offer for Its 7.5% Senior Notes Due 2015 and Potential Concurrent Private Placement of
STATS ChipPAC Announces Private Exchange Offer for Its 7.5% Senior Notes Due 2015 and Potential Concurrent Private Placement of New Notes
SINGAPORE--14 FEBRUARY 2013, UNITED STATES -- (Marketwire) -- 02/14/13 -- STATS ChipPAC Ltd. ("STATS ChipPAC" or the "Company") (SGX-ST: STATSChP) (SGX: S24), a leading provider of advanced semiconductor packaging and test services, today announced that it has commenced a private offer to exchange (the "Exchange Offer") any and all of its outstanding $600.0 million in principal amount of 7.5% Senior Notes due 2015 (the "Existing Notes") for U.S. dollar-denominated fixed rate senior notes due 2018 with a coupon of not less than 4.00% (the "New Notes"). Concurrently with the Exchange Offer, the Company may also offer New Notes in a private placement (the "Concurrent Offering"). The primary purpose of the Exchange Offer and the Concurrent Offering is to extend the Company's debt maturity profile by refinancing the Existing Notes with the New Notes and proceeds from any Concurrent Offering. We expect the New Notes to be issued in the Exchange Offer, together with any Additional New Notes issued in the Concurrent Offering, not to exceed $640 million.
The Exchange Offer is being made only to holders of Existing Notes that (i) (A) are qualified institutional buyers (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), or (B) persons located outside the United States and (ii) are not a disqualified holder, which refers to certain persons resident or located in Hong Kong, Singapore, Belgium, Italy, Luxembourg, Switzerland and the United Kingdom (such holders that meet the preceding qualifications are collectively referred to herein as "Eligible Holders").
The New Notes will constitute senior, unsecured obligations of the Company and be guaranteed by all of the Company's wholly-owned subsidiaries, except its China subsidiaries and, if required regulatory approvals are not obtained, its Korea subsidiary and Malaysia subsidiary.
The following table sets forth certain terms of the Exchange Offer:
Exchange Consideration (principal amount of New Notes) per $1,000 principal amount of Existing Notes ---------------------------------------------------------------------------- Aggregate Principal Principal Early Total Existing CUSIP/ISIN Maturity Amount Exchange Exchange Exchange Notes Numbers Date Outstanding Amount Premium Amount* ---------------------------------------------------------------------------- 7.5% 85771TAH7, 12 August $600,000,000 $1,037.50 $25.82 $1,063.32 Senior Y8162BAE5, 2015 Notes US85771TAH77 due 2015 and USY8162BAE57
* The Total Exchange Amount includes the Early Exchange Premium, which Eligible Holders will be eligible to receive only if they validly tender their Existing Notes at or prior to the Early Exchange Deadline described below.
The coupon for the New Notes will be determined and announced by the Company during the New York business day on 27 February 2013.
The Exchange Offer will expire at 11:59 pm, New York City time, on 15 March 2013, unless extended by the Company (such time and date, as it may be extended, the "Expiration Date"). Eligible Holders shall be eligible to receive an early exchange premium if such Eligible Holders validly tender their Existing Notes at or prior to 5:00 p.m., New York City time, on 1 March 2013, unless extended by the Company (such date and time, as it may be extended, the "Early Exchange Deadline").
The exchange consideration will decrease to $1,037.50 for each $1,000 in principal amount of the Existing Notes validly tendered subsequent to the Early Exchange Deadline but prior to the Expiration Date.
The Existing Notes validly tendered at or prior to 5:00 p.m., New York City time, on 1 March 2013 (such date and time, as it may be extended, the "Withdrawal Deadline") may be withdrawn at any time prior to the Withdrawal Deadline. Existing Notes validly tendered after the Withdrawal Deadline may not be withdrawn and revoked, except in limited circumstances.
In addition to the relevant Exchange Amount set forth in the table above, the Company will pay in cash accrued and unpaid interest on the Existing Notes accepted in the Exchange Offer to, but not including, the date of issuance of the New Notes ("Settlement Date"). Interest will begin to accrue on the Settlement Date, which is currently expected to be on or about 20 March 2013.
As described more fully in the Exchange Offer Memorandum (as defined below), the Exchange Offer is subject to certain conditions, which the Company may, at its discretion, assert or waive.
The Exchange Offer is being made on the terms and subject to the conditions set forth in the Company's Exchange Offer Memorandum dated 14 February 2013 (the "Exchange Offer Memorandum") and is subject to the offer restrictions described therein. The Company may amend, extend or terminate the Exchange Offer at any time.
Concurrently with the Exchange Offer, the Company may offer, subject to market conditions and other factors, US-dollar denominated senior notes (the "Additional New Notes") to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States in reliance on Regulation S under the Securities Act.
Any Additional New Notes issued in the Concurrent Offering will constitute a single series with, and will be issued under the same indenture and have the same terms and conditions as, the New Notes.
The Company intends to use the net proceeds from any offering of such New Notes to refinance the balance of the Existing Notes that are not exchanged for New Notes in the Exchange Offer.
Completion of the Concurrent Offering (if made) is conditioned upon the completion of the Exchange Offer.
Approval in-principle has been obtained for the listing and quotation of the New Notes on the Singapore Exchange Securities Trading Limited (the "SGX-ST"). 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.
No Offering of New Notes and No Offer to Purchase Existing Notes
This release does not constitute an offer of securities for sale in the United States. The New Notes will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This release also does not constitute an offer to purchase, a solicitation of an offer to purchase, or a solicitation of exchange with respect to, any Existing No tes. The Exchange Offer is being made solely pursuant to the Exchange Offer Memorandum and related materials. Eligible Holders should read the Exchange Offer Memorandum and related materials carefully prior to making any decision with respect to the Exchange Offer because they contain important information. Lucid Issuer Services Limited is serving as the information and exchange agent in connection with the Exchange Offer and Eligible Holders can contact the information and exchange agent to obtain a free copy of the Exchange Offer Memorandum and related materials at firstname.lastname@example.org or +44 20 7704 0880 (telephone).
Certain statements in this release, including statements regarding the Exchange Offer and the Concurrent Offering, are forward-looking statements. Forward-looking statements include, but are not limited to, any statements of the Company's plans, strategies or objectives for future operations; statements regarding future economic conditions or performance; and any statements of belief or expectation. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from expectations. There can be no assurance that the Exchange Offer or the Concurrent Offering will be completed. Factors that could cause actual results to differ include, but are not limited to, the Company's ability to refinance its debt; the amount of recovery from the business interruption insurance claim due to flooding of the Thailand plant; the shortages in supply of key components and disruption in supply chain; general business and economic conditions and the state of the semiconductor industry; prevailing market conditions; demand for end-use applications products such as communications equipment, consumer and multi-applications and personal computers; decisions by customers to discontinue outsourcing of test and packaging services; level of competition; our reliance on a small group of principal customers; our continued success in technological innovations; pricing pressures, including declines in average selling prices; intellectual property rights disputes and litigation; our ability to control operating expenses; our substantial level of indebtedness and access to credit markets; potential impairment charges; availability of financing; changes in our product mix; our capacity utilisation; delays in acquiring or installing new equipment; limitations imposed by our financing arrangements which may limit our ability to maintain and grow our business; returns from research and development investments; changes in customer order patterns; customer credit risks; disruption of our operations; loss of key management or other personnel; defects or malfunctions in our testing equipment or packages; rescheduling or cancelling of customer orders; adverse tax and other financial consequences if the taxing authorities do not agree with our interpretation of the applicable tax laws; classification of the Company as a passive foreign investment company; our ability to develop and protect our intellectual property; changes in environmental laws and regulations; exchange rate fluctuations; regulatory approvals for further investments in our subsidiaries; majority ownership by Temasek Holdings (Private) Limited ("Temasek") that may result in conflicting interests with Temasek and our affiliates; unsuccessful acquisitions and investments in other companies and businesses; labour union problems in South Korea; uncertainties of conducting business in China and changes in laws, currency policy and political instability in other countries in Asia; natural calamities and disasters, including floods, outbreaks of epidemics and communicable diseases; the continued trading and listing of our ordinary shares on the SGX-ST. You should not unduly rely on such statements. We do not intend, and do not assume any obligation, to update any forward-looking statements to reflect subsequent events or circumstances.
References to "$" are to the lawful currency of the United States of America.
About STATS ChipPAC Ltd.
STATS ChipPAC Ltd. (SGX-ST Code: S24) is a leading service provider of semiconductor packaging design, assembly, test and distribution solutions in diverse end market applications including communications, digital consumer and computing. With global headquarters in Singapore, STATS ChipPAC has design, research and development, manufacturing or customer support offices throughout Asia, the United States and Europe. STATS ChipPAC is listed on the SGX-ST. Further information is available at www.statschippac.com. Information contained in this website does not constitute a part of this release.
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