Foundry JV Holdco LLC Announces Launch of Consent Solicitation to Holders of its Senior Secured Notes Due 2034
AMENDMENT & CONSENT
The Company is pursuing the Consent Solicitation to adopt the Proposed Amendments to certain terms and provisions in the Indenture. The terms and conditions of the Consent Solicitation are set forth in a Consent Solicitation Statement, dated as of the date hereof (the "Statement"). The Proposed Amendments would amend the definition of
The Consent Solicitation will expire at
The payment of the Consent Fee is conditioned upon satisfaction or waiver of the Conditions (as defined in the Statement) to the Consent Solicitation as described therein, including, among others, (i) the receipt of consents of holders of more than 50% of the aggregate principal amount of the Notes outstanding (excluding any Notes held by the Company or its affiliates) and (ii) the execution of an amendment to that certain Note Purchase Agreement, dated as of
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. None of the Company, the solicitation agent or the information and tabulation agent, makes any recommendation as to whether holders should deliver consents to the Proposed Amendments. Each holder must make its own decision as to whether or not to deliver consents to the Proposed Amendments.
ABOUT FOUNDRY JV HOLDCO LLC
The Company, which is indirectly owned by
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; and (ix) 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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