Foundry JV Holdco LLC Announces Successful Completion of Consent Solicitation
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The recent consent solicitation by Foundry JV Holdco LLC represents a strategic maneuver within the company's capital structure. By amending terms of the indenture, the company is likely addressing covenant terms that may have been restrictive, potentially improving financial flexibility. The consent of holders of over 50% of the notes underscores a cooperative stance between the company and its creditors, which can be interpreted as a positive signal in the market.
From a financial standpoint, the amendment to the Note Purchase Agreement and the execution of the second supplemental indenture could result in changes to the interest coverage ratio or other debt covenants. This may have implications for the company's credit rating and borrowing costs. The payment of the Consent Fee, albeit minimal, indicates the company's willingness to incentivize stakeholders for their consent, which could have a minor impact on cash reserves.
Completion of the consent solicitation process is a legal step that ensures the company's compliance with the governing indenture. It is important to understand that such amendments often involve negotiating leverage and the strategic interests of the note holders. The legal implications of the amendments, while not disclosed in detail, could include alterations to security packages, covenants, or other key terms that affect the rights and obligations of both the company and the note holders.
It is also important to note that the execution of the second supplemental indenture indicates that the proposed amendments are now legally binding. This expedites the process of implementing the amendments, which can be critical in timing-sensitive financial strategies.
The market's reaction to such amendments can vary. If the amendments are perceived as a sign of financial strength and strategic foresight, the company's stock might benefit. However, if the market interprets this as a sign of underlying financial stress that necessitated such amendments, it could negatively impact investor sentiment. The company's ability to secure the required consents without resorting to more costly incentives is a testament to their negotiation capabilities and the current rapport with their note holders.
Moreover, the market will closely watch the operational changes that follow such amendments. Any subsequent increase in operational efficiency or reduction in financial distress could further influence investor perception and the company's valuation.
In connection with the Consent Solicitation, the Company has received the consents of holders of more than
The second supplemental indenture to the Indenture became effective upon its execution. The Proposed Amendments will become operative upon the cash payment by the Company of
BNP Paribas Securities Corp. ("BNP Paribas") and Wells Fargo Securities, LLC ("Wells Fargo Securities") served as solicitation agents in connection with the Consent Solicitation. D.F. King & Co., Inc. served as the information agent and tabulation agent in connection with the Consent Solicitation. Questions regarding the terms of the Consent Solicitation may be directed to BNP Paribas at (212) 841-3059 and (888) 210-4358 (toll free) and Wells Fargo Securities at (704) 410-4235 and (866) 309-6316 (toll free), respectively.
This press release does not constitute an offer to sell or an offer to purchase, or a solicitation of an offer to purchase or sell, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, purchase or sale would be unlawful.
ABOUT FOUNDRY JV HOLDCO LLC
The Company, which is indirectly owned by Brookfield Infrastructure Partners L.P. (NYSE: BIP, TSX: BIP.UN), together with its institutional partners (collectively, "Brookfield Infrastructure"), was formed in connection with a partnership between Brookfield Infrastructure and Intel Corporation ("Intel") to jointly invest in Intel's previously announced manufacturing expansion at its Ocotillo campus in Chandler,
FORWARD LOOKING STATEMENTS
This news release may contain certain statements that are, or may be deemed to be, "forward-looking statements." All statements, other than statements of historical facts, included herein are "forward-looking statements." Included among "forward-looking statements" are, among other things: (i) statements regarding the Company and Arizona Fab, including statements regarding Arizona Fab's abilities to issue dividends or make distributions; (ii) statements regarding the future debt levels and financial condition of the Company and Arizona Fab; (iii) statements regarding any financing transactions or arrangements, or ability to enter into such transactions; (iv) statements regarding the construction timeline and status of the Fabs; (v) statements regarding any semiconductor wafer purchase, sale or other agreement to be entered into or performed substantially in the future, including the anticipated amount and timing of any revenues to be received therefrom, and statements regarding the amounts of total semiconductor wafer production capacities that are, or may become subject to such agreements; (vi) statements regarding counterparties to, or guarantors under, the Company's or Arizona Fab's contracts, including the Material Project Documents; (vii) statements regarding the Company's, Intel's or Arizona Fab's business strategy, strengths, business and operation plans or any other plans, forecasts, projections or objectives, including anticipated revenues and capital expenditures, any or all of which are subject to change; (viii) statements regarding legislative, governmental, regulatory, administrative or other public body actions, requirements, permits, investigations, proceedings or decisions; (ix) statements regarding the payment of the Consent Fee and the payment of the consent fee to holders of the notes subject to the NPA Amendment; and (x) any other statements that relate to non-historical or future information.
These forward-looking statements are often identified by the use of terms and phrases such as "achieve," "anticipate," "believe," "contemplate," "develop," "estimate," "expect," "forecast," "plan," "potential," "project," "propose," "strategy" and similar terms and phrases, or by the use of future tense. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Undue reliance should not be placed on these forward-looking statements, which are made and speak only as of the date of this Statement.
The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors. All forward-looking statements attributable to the Company or persons acting on the Company's behalf are expressly qualified in their entirety by these risk factors. Other than as required under the securities laws, The Company assumes no obligation to update or revise these forward-looking statements or provide reasons why actual results may differ.
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SOURCE Foundry JV Holdco LLC
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