HOUSTON, Jan. 17,
2025 /PRNewswire/ -- Foundry JV Holdco LLC (the
"Company"), a Delaware limited
liability company, today announced that it has successfully
completed the previously announced consent solicitation (the
"Consent Solicitation") in connection with its outstanding 5.900%
Senior Secured Notes due 2030, 6.150% Senior Secured Notes due
2032, 5.875% Senior Secured Notes due 2034, 6.250% Senior Secured
Notes due 2035 and 6.400% Senior Secured Notes due 2038
(collectively, the "Notes") for amendments (the "Proposed
Amendments") to the applicable indentures governing the Notes (as
supplemented through the date hereof, the "Indentures"), each
between the Company and Wilmington Trust, National Association, as
trustee, under which the Notes are governed.
In connection with the Consent Solicitation, the Company
has received the consents of holders of more than 50% of the
aggregate principal amount of each series of Notes outstanding
(excluding any Notes held by the Company or its affiliates). The
Consent Solicitation expired today, January
17, 2025, at 5:00 p.m.,
New York City time (the
"Expiration Time"). Accordingly, the Company executed a
supplemental indenture for each series of Notes setting forth the
Proposed Amendments to the relevant Indenture. The Company is also
seeking an amendment to that certain Note Purchase Agreement, dated
as of April 27, 2023, as amended by
that certain Amendment No. 1 to Note Purchase Agreement, dated as
of April 8, 2024.
The supplemental indentures to the Indentures became effective
upon the execution of each supplemental indenture. The Proposed
Amendments will become operative upon satisfaction or waiver of the
conditions (the "Conditions") outlined in the Consent Solicitation
Statement and the cash payment by the Company of $1.00 per $1,000 in principal amount of Notes (the "Consent
Fee") for which consents were delivered prior to the Expiration
Time and accepted by the Company. The Consent Fee is expected to be
paid promptly upon satisfaction or waiver of the Conditions.
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, Arizona. Intel indirectly owns a 51% interest
in Arizona Fab LLC ("Arizona Fab") and Brookfield Infrastructure,
through the Company, indirectly owns a 49% interest in Arizona Fab.
The project consists of two semiconductor wafer fabrication
buildings, Fab 52 and Fab 62, together with related structures and
assets and equipment owned or leased by Arizona Fab in connection
therewith.
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 ability to issue dividends or make payments; (ii) statements
regarding the financial condition of the Company and Arizona Fab;
(iii) statements regarding any financing transactions or
arrangements; (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
satisfaction or waiver of the Conditions; 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 we believe 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. You should not
place undue reliance on these forward-looking statements, which are
made and speak only as of the date of this Statement.
Our 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
us or persons acting on our behalf are expressly qualified in their
entirety by these risk factors. Other than as required under the
securities laws, we assume 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
