#United States #Senior Secured Notes #Houston #Intel #Foundry JV

Foundry JV Holdco LLC Launches Consent Solicitation

On January 13, 2025, Foundry JV Holdco LLC, a limited liability entity situated in Delaware, announced the commencement of a consent solicitation concerning its outstanding 5.900% Senior Secured Notes, as well as other notes due in subsequent years. The goal of this solicitation is to obtain amendments to several provisions concerning these notes, which include 6.150% notes maturing in 2032, 5.875% notes due in 2034, 6.250% notes maturing in 2035, and 6.400% notes due in 2038 (collectively referred to as "the Notes").

Purpose of the Consent Solicitation

The company is pursuing this consent solicitation to adopt certain proposed amendments to the indenture agreements that govern the Notes. These amendments are primarily aimed at addressing various considerations put forth by rating agencies. By implementing these adjustments, Foundry JV Holdco LLC hopes to enhance its ratings and reflect a more favorable assessment by credit rating agencies.

Details of the Proposed Amendments

The company specifically seeks to amend the following sections within the indentures:
1. Total Net Debt Definition: The proposed modifications will allow suspended distributions to be included in the Total Net Debt calculations for assessment periods subsequent to January 25, 2038. This adjustment is contingent upon receiving an Intel Call Notice.
2. Events of Default Regarding Intel Member: An amendment is proposed to clarify that certain bankruptcy-related events of default concerning the Intel Member will only be triggered if Intel Corporation or its affiliates default on major project documents. This aims to streamline the defaults that might trigger disruptions, thereby potentially safeguarding the operations.
3. Debt Service Reserve Account: The amendment will permit the company to establish a voluntary Debt Service Reserve Account at any time, enhancing its financial flexibility without detracting from already established mandatory requirements.

Timing and Conditions of the Solicitation

The period for submitting consents is set to close at 5:00 PM New York City time on January 17, 2025, unless extended. Notably, any consents given cannot be revoked once the deadline for the consent comes to pass, which will occur at the execution of the amendment or at the expiration time, whichever comes first.

Incentives for Participation: To incentivize participation, Foundry JV Holdco LLC is offering a payment to consenting holders amounting to $1.00 for every $1,000 in principal for the Notes they hold, termed as the Consent Fee. However, this fee is conditional upon various criteria being met, including receiving more than half of consents from existing note holders.

Key Players in the Solicitation

In facilitating this consent solicitation, BNP Paribas Securities Corp. and Wells Fargo Securities, LLC have been designated as solicitation agents. Additionally, D.F. King & Co., Inc. serves as the information agent and tabulation agent for the process. Inquiries related to the solicitation can be directed to either BNP Paribas or Wells Fargo through their respective contact information.

Context Behind the Company

Foundry JV Holdco LLC operates under the auspices of Brookfield Infrastructure Partners L.P. and is aligned with Intel Corporation in a significant manufacturing expansion project. This partnership underscores the strategic investments in semiconductor manufacturing within the United States, notably at Intel's facility in Chandler, Arizona.

As the company navigates this consent solicitation, the financial community remains attentive to how these amendments could impact Foundry JV Holdco LLC's operational and financial standing in the competitive semiconductor sector. It remains essential for existing note holders to assess the proposed changes in light of their investments and the company's future trajectory.