SINGAPORE: GLOBALFOUNDRIES Singapore Pte. Ltd. (f.k.a. Chartered Semiconductor Manufacturing Ltd announced that it has launched a cash tender offer and consent solicitation for any and all of its outstanding 5.75 percent Senior Notes due 2010 on the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated February 22, 2010 and the related Letter of Transmittal and Consent.
The total consideration for the Tender Offer will be $1,021.25 per $1,000 principal amount of the 2010 Notes. The total consideration includes the tender offer consideration of $1,001.25 and a consent payment of $20.00 per $1,000 principal amount of the 2010 Notes.
The total consideration will only be paid to holders that validly tender and do not validly withdraw their tenders prior to 5:00 p.m., New York City time, on March 5, 2010 unless GLOBALFOUNDRIES Singapore chooses to extend or terminate the Tender Offer. The Tender Offer contemplates an early settlement option, so that holders whose 2010 Notes are validly tendered prior to the Consent Payment Deadline and accepted for purchase would receive payment as early as March 8, 2010.
The Tender Offer is scheduled to expire at 11:59 p.m., New York City time, on March 19, 2010, unless GLOBALFOUNDRIES Singapore chooses to extend or terminate the Tender Offer. Tendered 2010 Notes may be withdrawn and the related consents may be revoked at any time on or prior to 5:00 p.m., New York City time, on March 5, 2010, but not thereafter. Any tender of 2010 Notes prior to the Withdrawal Deadline may be validly withdrawn and the related consents may be revoked at any time prior to the Withdrawal Deadline, but not thereafter except to the extent the Company is required by law to provide additional withdrawal rights.
Holders that tender after the Consent Payment Deadline and prior to the Expiration Date will only be paid the tender offer consideration of $1,001.25 per $1,000 principal amount of the 2010 Notes tendered and accepted, and will not be entitled to receive the consent payment. In addition, GLOBALFOUNDRIES Singapore will pay accrued and unpaid interest on tendered and accepted 2010 Notes to, but not including, the day of payment for such 2010 Notes.
As part of the Tender Offer, GLOBALFOUNDRIES Singapore is soliciting consents from holders of the 2010 Notes to the adoption of certain amendments to the indenture governing the 2010 Notes, including eliminating substantially all of the restrictive covenants and certain events of default in the indenture. Holders cannot tender their 2010 Notes without delivering their consent and cannot deliver a consent without tendering their 2010 Notes.
The Tender Offer is subject to the satisfaction of certain conditions, including GLOBALFOUNDRIES Singapore’s receipt of valid tenders and consents from holders of at least a majority in aggregate principal amount of the 2010 Notes and other customary conditions.
The purpose of the Tender Offer is to acquire any and all of the outstanding 2010 Notes pursuant to the Tender Offer and thereby reduce the overall indebtedness of GLOBALFOUNDRIES Singapore. To the extent that any 2010 Notes remain outstanding following the Tender Offer, GLOBALFOUNDRIES Singapore intends to complete either a satisfaction and discharge of the indenture governing the 2010 Notes or a covenant defeasance for the remaining outstanding 2010 Notes.
The 2010 Notes are currently listed on the Singapore Exchange Securities Trading Limited. GLOBALFOUNDRIES Singapore intends to delist the 2010 Notes from the Singapore Exchange Securities Trading Limited as soon as practicable.
GLOBALFOUNDRIES Singapore has retained Credit Suisse Securities (USA) LLC to serve as dealer manager and solicitation agent for the Tender Offer. Global Bondholder Services Corporation will serve as the depositary and the information agent for the Tender Offer.
None of GLOBALFOUNDRIES Singapore, its board of directors, the dealer manager and solicitation agent, the depositary or the information agent is making any recommendation to holders as to whether to tender or refrain from tendering the 2010 Notes or as to whether holders should furnish the requested consent or withhold such consent with respect to the 2010 Notes.
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