Published: July 30, 2010
STATS ChipPAC Announces Tender Offer and Consent Solicitation for Its Existing Senior Notes and Private Placement of New Senior Notes

STATS ChipPAC Ltd.
("STATS ChipPAC" or the "Company") (SGX-ST: STATSChP), a leading
semiconductor test and advanced packaging service provider, today announced
that it has commenced a cash tender offer and consent solicitation in
respect of any and all of its $213.0 million of 6.75% Senior Notes due 2011
(the "Existing Notes"). The Company also intends to concurrently offer
senior notes in a private placement (the "New Notes") in furtherance of its
capital reduction plans.
Tender Offer and Consent Solicitation in respect of the Existing Notes
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 indenture 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 indenture.
The following table provides information with respect to the Existing Notes
and summarizes terms material to the determination of the applicable Total
Consideration and the applicable Tender Consideration, each as defined
below:
A. B. C.
Existing Common Codes/ Total Consent Tender
Notes CUSIPs/ISINs Consideration Payment Consideration
--------------- ------------- ------------- ----------- -------------
$213.0 million 020574089, $1,018.88 per $3 per Total
of 6.75% Senior 020563532 $1,000 $1,000 Consideration
Notes due 2011(1) 021811157/ principal principal minus Consent
85771TAA2 amount amount Payment
85771TAC8, (A-B=C)
Y8162BAA3/
US85771TAA25,
USY8162BAA36,
US85771TAC80
Note:
-----
(1) In March 2009, the Company repurchased $2.0 million aggregate principal
amount of the Existing Notes. Accordingly, only $213.0 million of the
Existing Notes will be deemed to be outstanding for purposes of the
tender offer and consent solicitation.
The tender offer will expire at 5:00 p.m., New York City time, on August
27, 2010, 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 August 10, 2010, unless extended or earlier
terminated (the "Consent Deadline"), will receive the Total Consideration
(including accrued interest up to (but excluding) the settlement date) 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 (including accrued interest up to (but excluding)
the settlement date).
The Company has the option to settle Existing Notes validly tendered at or
prior to the Consent Deadline on an early settlement date. If the Company
chooses to exercise this option, it will make an announcement of this early
settlement date.
The tender offer and consent solicitation in respect of the Existing Notes
is conditional upon, among other things, the receipt by the Company of the
requisite consents for the Existing Notes.
The terms and conditions of the tender offer and consent solicitation,
including the Company's obligation to accept and pay the applicable Total
Consideration or the applicable Tender Consideration, as the case may be,
for Existing Notes tendered, are set forth in the Company's Offer to
Purchase and Consent Solicitation Statement dated July 30, 2010 (the "Offer
to Purchase"). The Company may amend, extend or terminate the tender offer
and consent solicitation at any time.
The Company intends to fund the tender offer and consent solicitation using
a combination of additional borrowings under its $360.0 million senior
credit facility entered into in May 2010 (the "Credit Facility"), a portion
of the proceeds from the New Notes and cash in hand or any of the
foregoing. As of the date hereof, $210.0 million remains available for draw
down under the Credit Facility.
The Company expects to record a charge to net income in the third quarter
of 2010 relating to the premium that may be paid relating to the tender
offer and consent solicitation in respect of the Existing Notes and the
amount of such charge may be material.
The Company has appointed Credit Suisse and Deutsche Bank as the Dealer
Managers and Lucid Issuer Services Limited as the Tender and Information
Agent for the tender offer and consent solicitation. Requests for documents
may be directed to the Tender and Information Agent: Yves Theis or Sunjeeve
Patel, Tel: +44 20 7704 0880, Fax: +44 20 7067 9098,
statschippac@lucid-is.com. Any questions or requests for assistance
regarding the tender offer and consent solicitation may be directed to the
Dealer Managers:
Credit Suisse Securities (Europe) Limited
Liability Management Group
Tel: + 44 20 7883 6748 (London)
Credit Suisse (Hong Kong) Limited
Telephone: +852 2101 6000 (Hong Kong)
E-mail: liability.management@credit-suisse.com
Deutsche Bank AG, Singapore Branch
Tel: +65 6423 5342 (Singapore)
E-mail: liability.management@db.com
Private Placement of New Notes
The Company intends to offer, subject to market conditions and other
factors, 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 mature in 2015 and
to pay interest semi-annually. The New Notes are expected to constitute
senior, unsecured obligations of the Company and to be guaranteed by all of
the Company's wholly-owned subsidiaries, other than wholly-owned
subsidiaries located in Korea and the Peoples Republic of China, unless
subsequently permitted by law or rules of regulatory authorities.
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. 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.
The Company intends to use the net proceeds from the private placement of
the New Notes, together with a further drawdown from the Credit Facility
and/or cash in hand, to fund the proposed Cash Distribution described
below, the tender offer and consent solicitation in respect of the Existing
Notes and the costs associated with the foregoing.
In the event that the Capital Reduction and Cash Distribution are not
completed within 135 days after the issuance of the New Notes, the Company
will be required under the terms of the New Notes to effect a mandatory
redemption of the New Notes at 101.0% of their principal amount, plus
accrued and unpaid interest.
Under the terms of the Credit Facility, the Company and certain of its
wholly-owned subsidiaries will be required, following the issuance of the
New Notes and the completion of the Capital Reduction and subject to
certain agreed security principles, to grant to the lenders under the
Credit Facility a security interest over all of their respective present
and future account receivables and certain accounts. In addition, the
applicable margin of the loans under the Credit Facility will increase by
0.75% per annum upon the completion of the proposed Capital Reduction and
Cash Distribution.
Proposed Capital Reduction and Cash Distribution
The Company intends to commence the process to effect the proposed capital
reduction ("Capital Reduction") and cash distribution ("Cash Distribution")
of up to $600.0 million to shareholders of the Company ("Shareholders")
subject to and following the completion of the private placement of the New
Notes. In the event the Capital Reduction proceeds as proposed, the actual
amount per issued ordinary share of the Company ("Share") to be returned to
the Shareholders pursuant to the proposed Capital Reduction and Cash
Distribution would be dependent on the aggregate proceeds from the private
placement of the New Notes, as well as the number of Shares as at the books
closure date to be determined by the Directors of the Company (the "Books
Closure Date"). The actual amount per Share to be returned to Shareholders
would be calculated by dividing the aggregate amount of the Cash
Distribution by the aggregate number of Shares as at the Books Closure
Date. The proposed Capital Reduction and Cash Distribution would not result
in a cancellation of any Shares, or a change in the number of Shares, held
by the Shareholders, immediately after the proposed Capital Reduction and
Cash Distribution.
The Company's intention to commence the process to effect the proposed
Capital Reduction and Cash Distribution (subject to and following the
completion of the private placement of the New Notes) is based on its
review of its capital structure in the context of its current business
strategy. The proposed Capital Reduction and Cash Distribution would be
subject to, among other things, the approval of the Shareholders by way of
a special resolution, the approval of the High Court of the Republic of
Singapore and obtaining all other relevant approvals and consents. Subject
to and following the completion of the private placement of the New Notes,
the Company expects to issue a separate release announcing the commencement
of the process to effect the proposed Capital Reduction and Cash
Distribution, which would include further details on the proposed Capital
Reduction and Cash Distribution. In the event the private placement of the
New Notes is not completed for any reason, the Company will not proceed
with the proposed Capital Reduction and Cash Distribution.
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. Securities may not be offered or sold in the United States
absent registration under the Securities Act or an applicable exemption
from such registration requirements. The Company has not registered and
does not intend to register any part of the proposed offering of New Notes
in the United States.
This release also does not constitute an offer to purchase, a solicitation
of an offer to purchase, or a solicitation of tenders or consents with
respect to, any Existing Notes. The tender offer and consent solicitation
are being made solely pursuant to the Offer to Purchase and related
materials. Holders of the Existing Notes should read the Offer to Purchase
and related materials carefully prior to making any decision with respect
to the tender offer and consent solicitation because they contain important
information. Holders of the Existing Notes and investors may obtain a free
copy of the Offer to Purchase from the Tender and Information Agent or
either of the Dealer Managers specified above.
Italian residents or persons located in the Republic of Italy may not
tender Existing Notes and any offers to sell received from such persons
shall be ineffective and void. Neither this release nor any other offering
material relating to the tender offer and consent solicitation may be
distributed or made available in the Republic of Italy.
Forward-looking Statements
Certain statements in this release, including statements regarding the
tender offer and consent solicitation in respect of the Existing Notes, the
private placement of the New Notes, the proposed Capital Reduction and Cash
Distribution, 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, market
conditions; the success of the tender offer and consent solicitation in
respect of the Existing Notes and the private placement of the New Notes;
changes in our credit ratings; changes in our cash requirements, financial
position or industry conditions that affect our ability or willingness to
consummate the above-described transactions on the terms described above or
at all; our continued access to credit markets on favorable terms; and
other risks such as the 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; 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
utilization; 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; shortages in supply of key
components; 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 canceling 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 STATS ChipPAC 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; continued trading
and listing of our securities on the SGX-ST; unsuccessful acquisitions and
investments in other companies and businesses; 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 other risks described from time to time in our
filings with the Securities and Exchange Commission, including our annual
report on Form 20-F dated March 5, 2010. 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.
Disclaimer
This release has been issued by and is the sole responsibility of STATS
ChipPAC. In accordance with normal practice, Credit Suisse and Deutsche
Bank express no opinion on the merits of the debt financing or the tender
offer, nor do they accept any responsibility for the accuracy or
completeness of this release or any other document prepared in connection
with the debt financing or the tender offer.
About STATS ChipPAC Ltd.
STATS ChipPAC Ltd. 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 in 10 different
countries. 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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