Foundry JV Holdco LLC Announces Successful Completion of Consent Solicitation for Holders of Its Outstanding Senior Secured Notes Investing.com

HOUSTON, January 17, 2025 /PRNewswire/ — Foundry JV Holdco LLC (“Company”), a Delaware limited liability company, announced today that it has successfully completed a 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 bonds maturing in 2034, 6.250% Senior Secured Notes due 2035 and 6.400% Senior Secured Notes due 2038 (collectively, the “Notes”) to amend (the “Proposed Amendments”) the applicable indentures governing the Notes (as amended on the date hereof, the “Notes “), each between the Company and Wilmington Trust, National Associationas trustee, under which the Notes are managed.

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 outstanding Notes (excluding all Notes owned by the Company or its subsidiaries). The consent request expired today, January 17, 2025on 17:00 hours, New York City time (“Expire Time”). Accordingly, the Company entered into a supplementary contractual obligation for each series of Notes in which the proposed changes and additions to the relevant contractual provisions are listed. The Company also requests an amendment to that particular Bond Purchase Agreement, dated on April 27, 2023as amended by those specific Amendments no. 1 of the Sales Agreement, dated April 8, 2024.

The supplementary provisions to the provisions became effective after the execution of each supplementary provision. The proposed changes and additions will become operational after the satisfaction or waiver of the conditions (“Conditions”) specified in the Statement of Request for Consent and cash payment by the Company $1.00 per 1000 dollars in the principal amount of Bonds (“Consent Fee”) for which consents were submitted before the Expiration Time and accepted by the Company. The consent fee is expected to be paid immediately upon satisfaction or waiver of the Terms.

BNP Paribas (OTC:) Securities Corp. (“BNP Paribas“) and Wells Fargo (NYSE:) Securities, LLC (“Wells Fargo Securities“) served as consent solicitation agents in connection with the consent solicitation. DF King & Co., Inc. served as information agent and tabulation agent in connection with the Consent Solicitation. Questions regarding the conditions for seeking consent can be directed to BNP Paribas at (212) 841-3059 and (888) 210-4358 (toll-free) and Wells Fargo Securities at (704) 410-4235 or (866) 309-6316 (toll-free).

This press release does not constitute an offer to sell or an offer to buy, or a solicitation of an offer to buy or sell, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction where such offer, solicitation, purchase or sale would be illegal.

ABOUT LJEVANICA JV HOLDCO LLC

The company, which is indirectly owned Brookfield Infrastructure Partners (TSX:) LP (NYSE: BIP, TSX: BIP.UN), together with its institutional partners (collectively “Brookfield Infrastructure (NYSE:)”), was established in connection with the partnership between Brookfield Infrastructure and Intel Corporation (NASDAQ:) (“Intel”) to jointly invest in Intel’s previously announced manufacturing expansion at the Ocotillo campus in Chandler, Arizona. Intel indirectly owns a 51% stake 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 manufacturing buildings, Fab 52 and Fab 62, together with related structures and property and equipment owned or leased by Arizona Fab.

FORWARD-LOOKING STATEMENTS

This press release may contain certain statements that are, or may be deemed to be, “forward-looking statements”. All statements, other than statements of historical fact, included herein are “forward-looking statements”. Included among “forward-looking statements” are, among other things: (i) statements relating to the Company and Arizona Fab, including statements regarding Arizona Fab’s ability to issue dividends or make payments; (ii) statements of financial condition of the Company and Arizona Fab; (iii) statements of any financial transactions or arrangements; (iv) statements regarding the construction schedule and status of factories; (v) statements regarding any semiconductor wafer purchase agreement, sale or other agreement to be entered into or executed to a material extent in the future, including the anticipated amount and timing of any proceeds to be received therefrom, and statements regarding with the amounts of the total production capacity of semiconductor wafers that are or could become the subject of such agreements; (vi) statements of counterparties or guarantors under the Company’s or Arizona Fab’s contracts, including Material Design Documents; (vii) statements about the Company’s, Intel’s or Arizona Fab’s business strategy, strengths, business and operating plans or any other plans, forecasts, projections or goals, including expected revenues and capital expenditures, some or all of which are subject to change; (viii) statements regarding legislative, governmental, regulatory, administrative or other public authority actions, requests, permits, investigations, proceedings or decisions; (ix) statements regarding payment of the Consent Fee and satisfaction or waiver of the Terms; and (x) any other statements relating to non-historical or forward-looking information.

These forward-looking statements are often identified by the use of words and phrases such as “achieve,” “anticipate,” “believe,” “consider,” “develop,” “estimate,” “expect,” “anticipate,” ” plan”, “potential”, “project”, “propose”, “strategy” and similar terms and phrases, or using the future tense. Although we believe that the expectations expressed in these forward-looking statements are reasonable, they 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 number of factors. Any forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these risk factors. Except as required by securities laws, we undertake no obligation to update or revise these forward-looking statements or to provide reasons why actual results may differ.