Amkor (Nasdaq: AMKR) plans $1.0B 2031 convertible senior notes deal
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Amkor Technology, Inc. plans to offer $1,000,000,000 aggregate principal amount of convertible senior notes due 2031 in a private placement to qualified institutional buyers. The notes will be senior, unsecured obligations, fully and unconditionally guaranteed by certain subsidiaries that guarantee Amkor’s 5.875% senior notes due 2033.
Initial purchasers are expected to receive an option to buy up to an additional $150,000,000 of notes within 13 days of first issuance. The notes will pay semi-annual interest, mature on July 15, 2031, and may be converted by holders in specified circumstances, with Amkor settling conversions in cash and, if applicable, common stock.
Amkor may redeem the notes in cash on or after May 15, 2029 if its stock trades above 130% of the conversion price and certain conditions are met. The company plans to use part of the net proceeds to fund capped call transactions designed to reduce potential dilution upon conversion, and the remainder for general corporate purposes including capital expenditures.
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Insights
Amkor plans a sizable convertible note financing with anti-dilution hedging.
Amkor plans to issue $1,000,000,000 of convertible senior notes due 2031, plus up to $150,000,000 more via an initial purchasers’ option. These are senior, unsecured obligations guaranteed by subsidiaries that back its 5.875% senior notes due 2033, so they sit high in the capital structure.
The notes combine fixed-income features (semi-annual interest, cash redemption and repurchase provisions) with equity-linked upside through conversion into common stock. Redemption is only permitted from May 15, 2029 if the share price exceeds 130% of the conversion price for a specified period, tying early takeout to strong equity performance.
Amkor plans capped call transactions that are expected to reduce dilution and/or offset cash paid above principal on conversion, funded from part of the proceeds. Remaining proceeds go to general corporate purposes including capital expenditures. Actual impact on leverage, interest cost and dilution will depend on the final interest rate, conversion rate and whether the additional notes option is exercised at pricing.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Base notes offering size: $1,000,000,000 aggregate principal amount
Additional notes option: $150,000,000 aggregate principal amount
Existing senior notes coupon: 5.875% senior notes due 2033
+4 more
7 metrics
Base notes offering size
$1,000,000,000 aggregate principal amount
Convertible senior notes due 2031 in private offering
Additional notes option
$150,000,000 aggregate principal amount
Initial purchasers’ option exercisable within 13 days of first issuance
Existing senior notes coupon
5.875% senior notes due 2033
Subsidiary guarantors for new convertible notes also guarantee these notes
Notes maturity date
July 15, 2031
Maturity of convertible senior notes unless earlier repurchased, redeemed or converted
Redemption start date trigger
On or after May 15, 2029
Issuer redemption window, subject to stock price and other conditions
Stock price redemption condition
130% of conversion price
Last reported sale price must exceed this level for a specified period
Option exercise window
13 days from first issuance
Period during which initial purchasers may buy additional notes
Key Terms
convertible senior notes, qualified institutional buyers, capped call transactions, fundamental change, +2 more
6 terms
convertible senior notes financial
"announcing its intention to offer $1,000,000,000 aggregate principal amount of convertible notes due 2031"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
qualified institutional buyers financial
"in a private offering to persons reasonably believed to be qualified institutional buyers"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
capped call transactions financial
"use a portion of the net proceeds from the offering to fund the cost of entering into the capped call transactions described below"
Capped call transactions are agreements where investors buy options that give them the chance to benefit if a stock's price goes up, but with a limit on how much they can gain. This helps protect them from paying too much if the stock's price rises a lot, similar to having a maximum limit on a reward. They matter because they help investors manage risk while still allowing some upside potential.
fundamental change financial
"If certain corporate events that constitute a “fundamental change” occur, then, subject to a limited exception, noteholders may require Amkor to repurchase"
A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.
aggregate principal amount financial
"announcing its intention to offer $1,000,000,000 aggregate principal amount of convertible notes due 2031"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
forward-looking statements regulatory
"This press release includes forward-looking statements, including statements regarding the anticipated terms of the notes being offered"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
(480 ) 821-5000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On April 30, 2026, Amkor Technology, Inc. (the “Company”) issued a press release announcing its intention to offer $1,000,000,000 aggregate principal amount of convertible notes due 2031 (the “Notes”). A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description | |||||||
99.1 | Press release, dated April 30, 2026, announcing proposed offering of convertible notes due 2031. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMKOR TECHNOLOGY, INC. | ||||||||||||||
| By: | /s/ Mark N. Rogers | |||||||||||||
| Mark N. Rogers | ||||||||||||||
| Executive Vice President, General Counsel, and Corporate Secretary | ||||||||||||||
Date: April 30, 2026
Amkor Technology Announces Proposed Convertible Senior Notes Offering
TEMPE, Ariz—April 30, 2026—Amkor Technology, Inc. (Nasdaq: AMKR) today announced its intention to offer, subject to market and other conditions, $1,000,000,000 aggregate principal amount of convertible senior notes due 2031 (the “notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The notes will be fully and unconditionally guaranteed, on a senior, unsecured basis, by each subsidiary of Amkor that currently or in the future guarantees its 5.875% senior notes due 2033 (the “guarantors”). Amkor also expects to grant the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $150,000,000 aggregate principal amount of notes.
The notes will be senior, unsecured obligations of Amkor, will accrue interest payable semi-annually in arrears and will mature on July 15, 2031, unless earlier repurchased, redeemed or converted. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. Amkor will settle conversions in cash and, if applicable, shares of its common stock.
The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Amkor’s option at any time, and from time to time, on or after May 15, 2029 and on or before the 20th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Amkor’s common stock exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
If certain corporate events that constitute a “fundamental change” occur, then, subject to a limited exception, noteholders may require Amkor to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.
The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the offering.
Amkor intends to use a portion of the net proceeds from the offering to fund the cost of entering into the capped call transactions described below. Amkor intends to use the remainder of the net proceeds from the offering for general corporate purposes, including capital expenditures. If the initial purchasers exercise their option to purchase additional notes, then Amkor intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions as described below.
In connection with the pricing of the notes, Amkor expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or their affiliates and/or one or more other financial institutions (the “option counterparties”). The capped call transactions are expected to cover, subject to anti-dilution adjustments substantially similar to those applicable to the notes, the number of shares of Amkor’s common stock that will initially underlie the notes. If the initial purchasers exercise their option to purchase additional notes, then Amkor expects to enter into additional capped call transactions with the option counterparties.
The capped call transactions are expected generally to reduce the potential dilution to Amkor’s common stock upon any conversion of the notes and/or offset any potential cash payments Amkor is required to make in excess of the principal amount of converted notes, as the case may be, upon conversion of the notes. If, however, the market price per share of Amkor’s common stock, as measured under the terms of the capped call transactions, exceeds the cap price of the capped call transactions, there would nevertheless be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price exceeds the cap price of the capped call transactions.
In connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to Amkor’s common stock and/or purchase shares of Amkor’s common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Amkor’s common stock or the notes at that time.
In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Amkor’s common stock and/or purchasing or selling Amkor’s common stock or other securities of Amkor in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so (x) during any observation period related to a conversion of notes or following any repurchase of notes by Amkor in connection with any redemption or fundamental change, (y) following any repurchase of the notes by Amkor other than in connection with any redemption or fundamental change if Amkor elects to unwind a corresponding portion of the capped call transactions in connection with such repurchase and (z) if Amkor otherwise unwinds all or a portion of the capped call transactions). This activity could also cause or avoid an increase or decrease in the market price of Amkor’s common stock or the notes, which could affect the ability to convert the notes, and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the number of shares, if any, and value of the consideration that noteholders will receive upon conversion of the notes.
The offer and sale of the notes, the guarantees and any shares of common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the notes and any such shares cannot be offered or sold except pursuant
to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any shares of common stock issuable upon conversion of the notes, nor will there be any sale of the notes or any such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.
About Amkor Technology, Inc.
Amkor Technology, Inc. (Nasdaq: AMKR) is the world’s largest U.S. headquartered OSAT and is a global leader in outsourced semiconductor packaging and test services. With a strong track record of innovation, a broad and diverse geographic footprint and solid partnerships with lead customers, Amkor delivers high-quality solutions that enable the world’s leading semiconductor and electronics companies to bring advanced technologies to market. The company’s comprehensive portfolio includes advanced packaging, wafer-level processing, and system-in-package solutions targeting applications for smartphones, data centers, artificial intelligence, automobiles and wearables.
Forward-Looking Statement Disclaimer
This press release includes forward-looking statements, including statements regarding the anticipated terms of the notes being offered, the completion, timing and size of the proposed offering, the intended use of the proceeds and the anticipated terms of, and the effects of entering into, the capped call transactions described above. Forward-looking statements represent Amkor’s current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, including market interest rates, the trading price and volatility of Amkor’s common stock and risks relating to Amkor’s business, including those described in periodic reports that Amkor files from time to time with the Securities and Exchange Commission. Amkor may not consummate the proposed offering described in this press release and, if the proposed offering is consummated, cannot provide any assurances regarding the final terms of the offering or the notes or its ability to effectively apply the net proceeds as described above. The forward-looking statements included in this press release speak only as of the date of this press release, and Amkor does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.
Contact Information
Investor Relations
Jennifer Jue
Vice President, Investor Relations
480-786-7594
jennifer.jue@amkor.com
FAQ
What did Amkor Technology (AMKR) announce in its latest 8-K?
Amkor Technology announced its intention to offer $1,000,000,000 of convertible senior notes due 2031 in a private placement to qualified institutional buyers, with an option for up to $150,000,000 of additional notes, subject to market and other conditions.
What are the key terms of Amkor’s new convertible senior notes due 2031?
The notes are senior, unsecured obligations maturing on July 15, 2031, with semi-annual interest payments. They are guaranteed by certain subsidiaries, redeemable from May 15, 2029 under stock price conditions, and convertible in specified circumstances, with Amkor settling conversions in cash and possibly common stock.
How much does Amkor (AMKR) plan to raise through the convertible notes offering?
Amkor plans to offer $1,000,000,000 aggregate principal amount of convertible senior notes, and expects to grant initial purchasers an option to buy up to an additional $150,000,000 of notes within 13 days of first issuance, potentially increasing the total principal raised.
How will Amkor use the net proceeds from the proposed convertible notes?
Amkor intends to use part of the net proceeds to fund capped call transactions linked to the notes. The company plans to apply the remaining proceeds to general corporate purposes, including capital expenditures, and to fund additional capped calls if the option for extra notes is exercised.
What are the capped call transactions mentioned in Amkor’s 8-K filing?
Capped call transactions are derivative agreements tied to Amkor’s stock that are expected to reduce potential dilution upon conversion of the notes and/or offset cash payments above principal. They cover the shares underlying the notes, subject to a cap price, with terms similar to the notes’ anti-dilution adjustments.
Who can buy Amkor Technology’s new convertible notes and are they registered?
The convertible senior notes will be sold privately to persons reasonably believed to be qualified institutional buyers. The notes, their guarantees, and any shares issuable upon conversion will not be registered under the Securities Act and may only be resold pursuant to applicable registration exemptions.