Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
Japan Term Loan
On July 13, 2018,
J-Devices
Corporation
(J-Devices),
a Japan
corporation and an indirect, wholly-owned subsidiary of Amkor Technology, Inc. (the Company), entered into a ¥26 billion (approximately US$230 million) syndicated term loan agreement (the Japan Term Loan) with
Sumitomo Mitsui Banking Corporation, as agent and lender, and the other financial institutions party thereto, as lenders. On the same date, the Company executed a Guaranty in favor of the lenders which guarantees, on an unsecured basis,
J-Devices
performance under the Japan Term Loan. The proceeds of the Japan Term Loan may be used for the repayment of debt or other general corporate purposes. The Company currently plans to use part of the
proceeds to redeem all $200 million of its outstanding 6.625% Senior Notes due 2021.
The Japan Term Loan bears interest at approximately 1.3% per
annum. Principal is due in 20 equal, quarterly installments plus accrued interest, through the maturity date of July 18, 2023. The Japan Term Loan may be prepaid without penalty, subject to breakage costs.
The following constitute events that could, subject to certain conditions, cause the acceleration of the obligations under the Japan Term Loan:
(a) failure to pay when due an installment of principal or interest or other breach by J-Devices of the Japan Term Loan; (b) a default with respect to other indebtedness of J-Devices; (c) certain events of bankruptcy, insolvency,
liquidation, foreclosure, business cessation or the like relating to J-Devices or the Company; (d) the Company ceases to own directly or indirectly at least 51% of the voting rights of J-Devices; (e) the business or condition of assets of
J-Devices materially deteriorates, or is reasonably determined to be likely to materially deteriorate, and it is objectively considered that an event has occurred which makes it necessary for the lenders to take some measures to preserve their
claims; or (f) if the consolidated stockholders equity of
J-Devices
is less than a specified amount as of the last day of any fiscal year.
The foregoing summary of the Japan Term Loan and related guaranty is not complete and is qualified in its entirety by the full text of such agreements, copies
of English translations of which are included with this report as Exhibits 10.1 and 10.2, respectively, and incorporated by reference herein.
Revolving Loan Facility
On July 13, 2018, the
Company replaced its existing senior revolving credit facility, dated as of June 28, 2012, with a new revolving credit facility (New Credit Facility), dated as of July 13, 2018, by and among Amkor Technology Singapore Holding
Pte, Ltd., a Singapore subsidiary of the Company as borrower, Bank of America, N.A., as agent
and lender, and the other financial institutions party thereto, as lenders. The New Credit Facility is guaranteed by the Company under a Guaranty and Security Agreement, dated as of July 13,
2018, with Bank of America, N.A., as agent for the lenders.
The terms of the New Credit Facility are substantially the same as the old facility, except
that, among other things, (a) availability under the New Credit Facility has been increased from $200 million to $250 million (based on the applicable borrowing base, as determined by eligible accounts receivable of the Companys
Singapore subsidiary), and (b) the termination date has been extended from December 2019 to July 2023.
The foregoing summary of the New Credit Facility
and guaranty is not complete and is qualified in its entirety by the full text of such agreements, copies of which are included with this report as Exhibits 10.3 and 10.4, respectively, and incorporated by reference herein.