Singapore’s Stats ChipPAC tallies tenders in change-of-control offer

By Susanna Moon

Chicago, Oct. 16 – Stats ChipPAC Ltd. announced the results of the change-of-control offer for its $200 million of 5 3/8% senior notes due 2016 and its $611,152,000 of 4˝% senior notes due 2018.

As of 5 p.m. ET on Oct. 13, holders had tendered $6,035,000, or 3.02%, of the 5 3/8% notes and $26,277,000, or 4.3%, of the 4˝% notes, according to a company notice.

The company was also holding a concurrent but separate tender offer and consent solicitation for the notes. As of 5 p.m. ET on Oct. 9, the expiration of the tender offer and consent solicitation, holders had tendered $152,596,000, or 76.3%, of the 5 3/8% notes and $510,386,000, or 83.51%, of the 4˝% notes.

As previously announced, the company had received tenders for 76.09% of the 5 3/8% notes and 83.07% of the 4˝% notes as of 5 p.m. ET on Sept. 25, the early tender date. The company exercised its early purchase option under the tender offer and settled those early tenders on Oct. 6.

The company expected to settle the remaining tendered notes on Oct. 16.

The company had also received the needed consents under both series of notes as of the early tender date.

As previously reported, the company solicited consents to:

• Release holders’ rights in the common security that secures the notes and other senior debt, comprising the first ranking security interests over substantially all present and future assets and certain subsidiaries and pledges over the share capital of subsidiaries owned by the company; and

• Adopt proposed amendments to the note indentures that would eliminate or modify substantially all of the restrictive covenants, requirements to legally defease and discharge the notes, conditions, reporting obligations, events of default and related provisions under the note indentures.

The total purchase price was $1,012.50 for each $1,000 principal amount of notes tendered by the early tender date. The total payment included an early participation amount of $12.50 per $1,000 principal amount.

Holders who tendered their notes after the early deadline will receive par, or the total amount less the early premium.

The company also will pay accrued interest to but excluding the applicable settlement date.

The tender offer for each note series was not conditioned on the company receiving the needed consents from holders of that note series.

Barclays Bank plc, Singapore Branch (+65 6308 2605, fax +65 6308 3079 or asialiabilitymgmt@barclayscapital.com), DBS Bank Ltd. (+65 6222 4261, fax +65 6225 7464 or liabilitymanagement@dbs.com) and ING Bank NV, Singapore Branch (+65 6535 3688, fax +65 6533 1190 or projectsdcmhg@asia.ing.com) are the dealer managers. The Bank of New York Mellon (313 414-3349, fax 732 667-9408 or ct_reorg_unit_inquiries@bnymellon.com) is the tender agent.

Change-of-control offer

JCET-SC (Singapore) Pte. Ltd. became the beneficial shareholder of the majority of the company’s shares, and Singapore Technologies Semiconductors Pte. Ltd., a wholly owned subsidiary of Temasek Holdings (Private) Ltd., ceased to be a beneficial shareholder of the company, a prior press release noted.

This constitutes a change of control under each indenture governing the notes. As a result, concurrent with but separate from the tender offer and consent solicitation, the company said it is making an offer to purchase the notes at 101% of the principal amount plus accrued interest to but excluding the payment date.

The change-of-control offer ended at 5 p.m. ET on Tuesday.

Notes tendered in the change-of-control offer may not be tendered in the tender offer and consent solicitation or vice versa.

The paying agent is the Bank of New York Mellon (315 414-3349, fax 732 667-9408 or ct_reorg_unit_inquiries@bnymellon.com).

The company plans to fund the tender offer and the change-of-control offer using some proceeds from the issue of perpetual securities and, if needed, with borrowings under its $890 million bridge loan facility entered into on Aug. 6.

Stats ChipPAC is a Singapore-based semiconductor test and advanced packaging service provider.

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