SINGAPORE--5 March 2013, UNITED STATES--(Marketwire - Mar 4, 2013) - 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 the pricing of its private placement (the "Concurrent Offering") of $255.0 million of 4.5% Senior Notes due 2018 (the "New Notes"). The New Notes to be 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 to be issued in exchange for its 7.5% Senior Notes due 2015 (the "Existing Notes"), with ISIN/CUSIP: 85771TAH7, Y8162BAE5, US85771TAH77 and USY8162BAE57, in its private exchange offer ("Exchange Offer") that was announced on 14 February 2013. The New Notes to be issued in the Concurrent Offering will be issued at par. The Concurrent Offering is expected to close concurrently with the settlement of its Exchange Offer on Wednesday, 20 March 2013 and is subject to the completion of the Exchange Offer and the satisfaction of other customary closing conditions.
The New Notes will constitute senior, unsecured obligations of STATS ChipPAC and will be guaranteed on a senior, unsecured basis by all of STATS ChipPAC's wholly-owned subsidiaries, other than wholly-owned subsidiaries located in the People's Republic of China and, if required regulatory approvals are not obtained, South Korea. The New Notes will mature on 20 March 2018. Interest at the rate of 4.5% per annum on the New Notes will be payable semi-annually on 20 March and 20 September of each year, beginning 20 September 2013. The New Notes will be redeemable at STATS ChipPAC's option on or after 20 March 2016 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 20 March 2016, the New Notes are redeemable at STATS ChipPAC's option at a make-whole premium plus accrued and unpaid interest.
The Company intends to use the net proceeds from the Concurrent Offering, together with cash on hand, to fund payment of fractional entitlements under the terms of the Exchange Offer and refinance any remaining Existing Notes that are not tendered in the Exchange Offer.
Subject to the completion of the Concurrent Offering, the Company intends to exercise its "make-whole" call right, pursuant to the terms of the Existing Notes, to redeem any Existing Notes not tendered in the Exchange Offer promptly after the settlement of the Exchange Offer.
STATS ChipPAC has received approval in-principle from the Singapore Exchange Securities Trading Limited ("SGX-ST") for the listing of the New Notes on the SGX-ST. Admission to the Official List of the SGX-ST and quotation of the New Notes on the SGX-ST is not to be taken as an indication of the merits of STATS ChipPAC or the New Notes.
The New Notes were offered in the United States to qualified institutional buyers as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and outside the United States pursuant to Regulation S of the Securities Act. The New Notes were offered to investors in Singapore pursuant to exemptions invoked under Section 274 and Section 275 of the Securities and Futures Act, Chapter 289 of Singapore.
The New Notes will not be and have not been 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.
Certain statements in this release, including statements regarding the Company's expectations and intentions relating to the completion of the Concurrent Offering and the Exchange Offer and the use of proceeds from the Concurrent Offering, are forward-looking statements. 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 Concurrent Offering or the Exchange Offer will be completed. Factors that could cause actual results to differ include risks and uncertainties related to market conditions and satisfaction of customary closing conditions related to the Exchange Offer and the Concurrent Offering and other factors discussed in its reports filed with 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.