SINGAPORE -- 18 NOVEMBER 2015, UNITED STATES -- (Marketwired) -- 11/17/15 -- STATS ChipPAC Ltd. ("STATS ChipPAC" or the "Company") (SGX-ST: STATSChP) (SGX: S24), a leading semiconductor test and advanced packaging service provider, which had earlier on 9 November 2015 announced the proposed offering of new senior secured notes, has today announced the pricing of its $425.0 million in aggregate principal amount of 8.5% senior secured notes due 2020 (the "New Notes"). The New Notes are expected to be issued on November 24, 2015, and the issue of the New Notes is subject to the satisfaction of customary closing conditions.
The Company intends to use the net proceeds from the issuance of the New Notes to repay its borrowings under the Company's $890 million bridge loan facility, entered into on 6 August 2015.
The New Notes constitute senior, secured obligations of the Company and be guaranteed by all of the Company's subsidiaries (except for those incorporated in the People's Republic of China and Thailand). The New Notes and the guarantees by the subsidiary guarantors will be secured, subject to certain permitted liens, on an equal and rateable basis with certain senior debt and certain future additional pari passu debt of the Company by first priority liens over shares of certain of the Company's subsidiaries and certain of the Company's and its subsidiaries' assets. The New Notes will mature on November 24, 2020. Interest on the New Notes at the rate of 8.5% per annum will be payable semi-annually on May 24 and November 24 of each year, beginning May 24, 2016. The New Notes will be redeemable at the Company's option on or after November 24, 2018 at certain prices and upon a change of control at 101% of their principal amount, in each case plus accrued and unpaid interest. Prior to November 24, 2018, the New Notes are redeemable at the Company's option at a make-whole premium plus accrued and unpaid interest.
The Company has received 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. Approval in-principle for the listing and quotation of the New Notes is not to be taken as an indication of the merits of the New Notes.
The New Notes were offered within the United States only to qualified institutional buyers as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and outside of the United States under Regulation S of the Securities Act (including persons in Singapore pursuant to Sections 274 and 275 of the Securities and Futures Act (Chapter 289 of Singapore)).
Important Notice
This release is not and does not form a part of an offer to purchase, a solicitation of an offer to purchase, an offer to sell or a solicitation of an offer to sell, securities in the United States or elsewhere. No securities of the Company or any of its subsidiaries are being, or will be, registered under the Securities Act, or the securities laws of any state of the United States or other jurisdiction and no such securities may be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state or local securities laws. Accordingly, the securities are being sold in the United States only to "qualified institutional buyers" in reliance on Rule 144A and to persons outside the United States in offshore transactions in reliance on Regulation S of the Securities Act. No public offering of securities is being or will be made in the United States or any other jurisdiction.
Forward-looking statements
Certain statements in this release, including statements regarding the Company's expectations and intentions relating to the issue of the New Notes and use of proceeds thereof, are forward-looking statements that involve a number of risks and uncertainties that could cause actual events or results to differ materially from those described in this release. Factors that could cause actual results to differ include, but are not limited to, 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; shortages in supply of key components and disruption in supply chain; disruption of our operations and other difficulties related to the relocation of our China operations; loss of directors, 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; 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; beneficial majority ownership by Jiangsu Changjiang Electronics Technology Co., Ltd. ("JCET") of all of our ordinary shares that may result in conflicting interests with other holders of our securities; our inability to capture all or any of the benefits from acquisitions and investments in other companies and businesses or from the acquisition of us by JCET; loss of customers or failure to compete effectively with our former Taiwan subsidiaries which we have recently divested; labor 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 outbreaks of epidemics and communicable diseases; and the delisting of the Company's ordinary shares from the SGX-ST. STATS ChipPAC does not intend, and does 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.
STATS ChipPAC Ltd.
Investor Relations Contact:
Low Yen Ling
Director, Corporate Finance
Tel: (65) 6824 7788
Fax: (65) 6720 7826
e-mail: Email Contact
Media Contact:
Lisa Lavin
Deputy Director of Marketing Communications
Tel: (208) 867-9859
e-mail: Email Contact
