-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C2E4AF1WZnslKRcOWX/YXeOqom11C5Elpmn9NagwwUivAS7HxQ/nahfB9s6ujxqZ fGrLBbS5GqQ8ZVuMzEeP6Q== 0000950153-06-001364.txt : 20060512 0000950153-06-001364.hdr.sgml : 20060512 20060512170857 ACCESSION NUMBER: 0000950153-06-001364 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060512 DATE AS OF CHANGE: 20060512 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMKOR TECHNOLOGY INC CENTRAL INDEX KEY: 0001047127 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 231722724 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-133953 FILM NUMBER: 06835918 BUSINESS ADDRESS: STREET 1: 1900 SOUTH PRICE ROAD CITY: CHANDLER STATE: AZ ZIP: 85248 BUSINESS PHONE: 480-821-5000 MAIL ADDRESS: STREET 1: 1900 SOUTH PRICE ROAD CITY: CHANDLER STATE: AZ ZIP: 85248 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMKOR TECHNOLOGY INC CENTRAL INDEX KEY: 0001047127 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 231722724 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 1900 SOUTH PRICE ROAD CITY: CHANDLER STATE: AZ ZIP: 85248 BUSINESS PHONE: 480-821-5000 MAIL ADDRESS: STREET 1: 1900 SOUTH PRICE ROAD CITY: CHANDLER STATE: AZ ZIP: 85248 FWP 1 p72300snfwp.htm FWP fwp
 

Issuer Free Writing Prospectus filed
pursuant to Rule 433 supplementing the
Preliminary Prospectus Supplement dated
May 10, 2006
Registration No. 333-133953
May 11, 2006
Amkor Technology, Inc.
9.25% Senior Notes due 2016
FINAL TERM SHEET
Title of Securities: 9.25% Senior Notes due 2016
 
Final Maturity Date: June 1, 2016
 
Annual Interest Rate: 9.250%
 
Yield: 9.250%
 
Interest Payment Dates: June 1 and December 1, beginning December 1, 2006
 
Record Dates: May 15 and November 15
 
Public Offering Price: 100%, plus accrued interest, if any, from the issue date
 
Underwriting Discount per Note: 1.875%
 
Aggregate Principal Amount: $400,000,000
 
Proceeds (before expenses) to Amkor: $392,500,000
             
Optional Redemption:   Year   Price
    Beginning June 1, 2011     104.625%  
    Beginning June 1, 2012     103.083%  
    Beginning June 1, 2013     101.542%  
    Beginning June 1, 2014 and thereafter     100.000%  
Equity Clawback: Up to 35% of the notes at any time prior to June 1, 2009, at 109.250% with the proceeds of certain equity offerings.
 
Make Whole Redemption: At any time prior to June 1, 2011, at T+ 50 basis points.
 
Trade Date: May 11, 2006
 
Settlement Date: May 26, 2006 (T+11 flat)
 
Form of Offering: SEC Registered (Registration Statement No. 333-133953)
 
Bookrunner:: Citigroup Global Markets Inc.
 
CUSIP: 031652 AW 0
 
ISIN: US031652AW08
 
Ratings: Caa1/ CCC+
 
Listing: None


 

      The following information updates and supersedes the information in our Prospectus Supplement (the “Prospectus Supplement”), Subject to Completion dated May 10, 2006, To Prospectus Dated May 10, 2006. In addition, the information set forth below under “Capitalization” supersedes and replaces in its entirety the information set forth in the Prospectus Supplement under the caption “Capitalization.”
Update on Offering Size
      We are offering $400.0 million aggregate principal amount of 9.250% Senior Notes due 2016.
Status of Tender Offer
      As of May 9, 2006, holders of $349.4 million in aggregate principal amount of 9.25% notes have tendered in the tender offer. We have increased the size of the tender offer to up to $360 million.
Use of Proceeds
      We expect to receive net proceeds from this offering of $391.8 million, after deducting the underwriting discounts and commissions and our estimated offering expenses. We intend to use the net proceeds from this offering to purchase 9.25% senior notes tendered to date in the tender offer (including the payment of the tender premium, accrued and unpaid interest, the early tender payment and related fees and expenses); with the remainder (an estimated $13.1 million) to repurchase additional 9.25% senior notes that may be tendered, subject to the cap, to retire other debt or for general corporate or working capital purposes.
Update on Concurrent Offering Size and Use of Proceeds
      We are offering $190.0 million (with an additional $28.5 million should the underwriter’s option to purchase additional notes be fully exercised) aggregate principal amount of our 2.5% convertible senior subordinated notes due 2011 in the concurrent offering. We intend to use the net proceeds from the concurrent offering of $183.9 million (excluding the underwriter’s option to purchase additional notes) to redeem, repurchase or otherwise retire $176.5 million of our $200.0 million aggregate principal amount outstanding of our 10.5% senior subordinated notes due 2009 (together with the payment of the related premium, accrued and unpaid interest to and including the redemption date and related fees and expenses). In the event the underwriter exercises its option to purchase additional notes in full, we intend to use the proceeds to redeem, repurchase or otherwise retire the remaining amount of our 10.5% senior subordinated notes due 2009, with the remainder (an estimated $3.2 million), to retire other debt or for general corporate or working capital purposes.
Outstanding Debt and Ranking
      As of March 31, 2006, assuming completion of the concurrent transactions, we would have had approximately $1,464.8 million of senior debt (approximately $300 million of which would have been secured), $213.5 million of senior subordinated debt and approximately $378.4 million of subordinated debt.
Settlement Cycle
      We expect that delivery of the notes will be made against payment therefor on May 26, 2006, which will be the 11th business day following the date of pricing of the notes (such settlement cycle being herein referred to as “T + 11)”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, or Exchange Act, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing or the next seven succeeding business days will be required, by virtue of the fact that the notes initially will settle T + 11, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of notes who wish to trade notes on the date of pricing or the next three succeeding business days should consult their own advisor.

2


 

CAPITALIZATION
      The following table sets forth our cash and cash equivalents and total capitalization as of March 31, 2006 (1) on a historical basis, and (2) as adjusted to give effect to the concurrent transactions, based on the following assumptions:
  •  the issuance of $400.0 million of senior notes in this offering for net proceeds of $391.8 million and the application thereof to repurchase $349.4 million aggregate principal amount of our 9.25% notes in the tender offer, and
 
  •  the issuance in this offering of $190.0 million of convertible subordinated notes for net proceeds of $183.9 million and the application thereof to redeem $176.5 million aggregate principal amount outstanding of our 10.5% senior subordinated notes.
      You should read the as adjusted capitalization data set forth in the table below in conjunction with “Selected Consolidated Financial Data,” “Description of Certain Indebtedness,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” set forth in our Annual Report on Form 10-K for the year ended December 31, 2005 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, and our consolidated financial statements and the notes thereto, incorporated by reference into the Prospectus Supplement.
                     
    At March 31, 2006
     
    Actual   As Adjusted
         
    (In thousands)
Cash and cash equivalents
  $ 226,243     $ 239,392  
             
Long-term debt and short-term borrowings:
               
 
Senior secured credit facilities:
               
   
Term loan due October 2010
  $ 300,000     $ 300,000  
   
$100.0 million revolving credit facility due November 2009(1)
           
 
9.25% Senior notes due February 2008
    440,500       91,060  
 
7.75% Senior notes due May 2013
    425,000       425,000  
 
7.125% Senior notes due March 2011
    248,711       248,711  
 
9.25% Senior notes due 2016
          400,000  
 
10.50% Senior subordinated notes due May 2009(2)
    200,000       23,489  
 
2.50% Convertible senior subordinated notes due 2011
          190,000  
 
5.75% Convertible subordinated notes due June 2006
    132,000       132,000  
 
5.00% Convertible subordinated notes due March 2007
    146,422       146,422  
 
6.25% Convertible subordinated notes due December 2013
    100,000       100,000  
 
Other debt
    125,314       125,314  
             
 
Total debt
    2,117,947       2,181,996  
             
Total stockholders’ equity(3)
    260,398       232,654  
             
Total capitalization
  $ 2,378,345     $ 2,414,650  
             
 
(1)  As of March 31, 2006, we had utilized $2.5 million of the available letter of credit sub-limit, and had $97.5 million available under this facility.
 
(2)  Pursuant to the terms of the indenture governing these notes, we have the right to redeem the notes at a price of 101.75% plus accrued and unpaid interest to and including the redemption date. For purposes of this table, we have assumed that such notes are redeemed on the 60th day following this offering at that price. The actual amount of 10.5% senior subordinated notes repurchased will depend on market conditions and the actual price at which we may redeem, repurchase or otherwise retire these notes.
 
(3)  Total stockholders’ equity as of March 31, 2006, as adjusted, reflects an approximate $27.7 million early debt extinguishment charge consisting of $23.2 million of prepayment premiums and $4.5 million for the write-off of unamortized debt issue costs.

3


 

      The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-858-5407.

4 -----END PRIVACY-ENHANCED MESSAGE-----