ITEM 1.01 Entry into a Material Definitive Agreement
On May 17, 2011, Amkor Technology, Inc., a Delaware corporation (the “Company”), agreed to issue to
Deutsche Bank Securities Inc. and Citigroup Global Markets Inc. (collectively, the “Initial
Purchasers”) $400,000,000 aggregate principal amount of its 6.625% Senior Notes due 2021 (the
“Notes”).
In connection with the issuance of the Notes, James J. Kim, the Company’s Executive Chairman of the
Board and largest stockholder, and 915 Investments, LP, an affiliate of James J. Kim (collectively,
the “Kim Purchasers”), agreed to purchase $75,000,000 aggregate principal amount of the Notes from
the Initial Purchasers (the “Affiliate Notes”). The Company and the Kim Purchasers entered into a
letter agreement, dated May 17, 2011 (the “Letter Agreement”), pursuant to which the Company agreed
to register the resale of the Affiliate Notes on a shelf registration statement pursuant to Rule
415 under the Securities Act of 1933, as amended (the “Securities Act”), upon request of the Kim
Purchasers at any time after May 20, 2012. The Company will bear the expenses related to such
registration, including the reasonable legal fees and expenses of James J. Kim. The description of
the Letter Agreement does not purport to be complete and is qualified in its entirety by reference
to the Letter Agreement, which is attached as Exhibit 10.1 to this report and is incorporated
herein by reference.
On May 20, 2011, the Company issued $400,000,000 aggregate principal amount of the Notes, pursuant
to an Indenture (the “Indenture”) between the Company and U.S. Bank National Association, as
trustee, relating to the issuance of the Notes.
U.S. Bank National Association, the trustee under the Indenture, also serves as trustee under the
indentures governing the Company’s 6.0% Convertible Senior Subordinated Notes due 2014, 9.25%
Senior Notes due 2016 and 7.375% Senior Notes due 2018.
In connection with the offering of the Notes, the Company entered into a Registration Rights
Agreement, dated as of May 20, 2011, with Deutsche Bank Securities Inc. and Citigroup Global
Markets Inc. (the “Registration Rights Agreement”).
The terms and conditions of the Indenture, the Notes and the Registration Rights Agreement
described in Item 2.03 hereof are incorporated by reference into this Item 1.01.
ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant
The information set forth in Item 1.01 hereof is incorporated by reference into this Item 2.03.
On May 20, 2011, the Company entered into the Indenture relating to the issuance by the Company of
$400,000,000 aggregate principal amount of the Notes. The material terms and conditions of the
Indenture and the Notes are as follows:
Maturity. The Notes mature on June 1, 2021, subject to earlier redemption or repurchase.
Interest. The Notes accrue interest at a rate of 6.625% per year. Interest on the Notes is paid
semi-annually in arrears on June 1 and December 1, beginning on December 1, 2011.
Ranking. The Notes are the unsecured senior obligations of the Company.
Guarantees. Each of the Company’s domestic subsidiaries that is a significant subsidiary will be
required to guarantee the Notes.
None of the Company’s domestic subsidiaries is currently a significant subsidiary.
Optional Redemption. The Company may redeem some or all of the Notes at any time prior to June 1,
2015, at a price equal to the sum of (a) 100% of the principal amount of the Notes being redeemed,
(b) accrued and unpaid interest to, but excluding, the redemption date, and (c) a “make-whole”
premium. The Company may redeem some or all of the Notes on or after June 1, 2015 at descending
prices, starting at 104.969% of the principal amount of the Notes being redeemed, plus accrued and
unpaid interest to, but excluding, the redemption date. In addition, at any time prior to June 1,
2014, the Company may redeem up to 35% of the Notes with the proceeds of certain equity offerings
at 106.625% of the principal amount of the Notes plus accrued and unpaid interest to, but
excluding, the redemption date.
Change of Control. Upon a change in control (as defined in the Indenture), the Company will be
required to make an offer to repurchase the Notes at a price equal to 101% of the principal amount
of Notes outstanding plus accrued and unpaid interest to, but excluding, the date of repurchase.
Covenants. The Indenture contains covenants limiting, among other things, the Company’s ability and
the ability of the Company’s restricted subsidiaries to:
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incur additional indebtedness; |
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pay dividends, repurchase stock, prepay subordinated debt and make investments and other
restricted payments; |
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create restrictions on the ability of our subsidiaries to pay dividends or make other
payments; |
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engage in sale and leaseback transactions; |
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create liens; |
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enter into certain transactions with affiliates; and |
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sell assets or merge with or into other companies. |
These covenants are subject to a number of important exceptions and qualifications.
Events of Default. The following constitute events of default under the Indenture that could,
subject to certain conditions, cause the unpaid principal on the Notes to become due and payable:
(a) the Company’s failure to pay when due an installment of interest on the Notes that
continues for thirty (30) days or more;
(b) the Company’s failure to pay when due the principal, or premium, if any, on the Notes;
(c) the Company’s or any of its subsidiaries’ failure to make any payment required to be made
under the Indenture pursuant to a change of control or an asset sale;
(d) the Company’s or any of its subsidiaries’ failure to perform or observe any other
covenant, representation, warranty or other agreements contained in the Notes or the Indenture for
a period of sixty (60) days after notice of default is given;
(e) the Company’s or any of its subsidiaries’ default under any mortgage, indenture or other
instrument under which there may be issued or by which there may be secured or evidenced any
indebtedness for borrowed money, or the guarantee thereof, in an aggregate principal amount of at
least $10,000,000, if such default is caused by a failure to pay principal at maturity thereof or
results in the acceleration of such indebtedness prior to maturity;
(f) the Company or any of its significant subsidiaries, or group of subsidiaries that taken
together would constitute a significant subsidiary, fail to pay final judgments in excess of
$10,000,000 in the aggregate, and such judgments are not paid, discharged or stayed for sixty (60)
days or more; and
(g) certain events of bankruptcy or insolvency of the Company or any of its significant
subsidiaries.
Registration Rights. In connection with the offering of the Notes, the Company entered into the
Registration Rights Agreement. Pursuant to the Registration Rights Agreement, the Company is
obligated to use its reasonable best efforts to file with the Securities and Exchange Commission
(the “Commission”) and cause to become effective a registration statement relating to an offer to
exchange the Notes (other than the Affiliate Notes) for notes issued by the Company that are
registered with the Commission and have substantially identical terms as the Notes. If the Company
is not able to effect the exchange offer, the Company will instead use its reasonable efforts to
file and cause to become effective a shelf registration statement covering the resale of the Notes.
The descriptions of the Indenture, the Notes and the Registration Rights Agreement do not
purport to be complete and are qualified in their entirety by reference to the Indenture, the
related form of Note and the Registration Rights Agreement, which are attached hereto as Exhibit
4.1, Exhibit 4.2 and Exhibit 4.3, respectively, to this report and are incorporated herein by
reference.
ITEM 8.01 Other Events.
On May 17, 2011, the Company issued a press release announcing the pricing of its offering of the
Notes. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
On May 20, 2011, the Company issued a press release announcing the closing of its offering of the
Notes. A copy of this press release is attached hereto as Exhibit 99.2 and incorporated herein by
reference.