Foundry JV Holdco LLC Announces Launch of Consent Solicitation to Holders of its Outstanding Senior Secured Notes

HOUSTON, Jan. 13, 2025 /PRNewswire/ -- Foundry JV Holdco LLC (the "Company"), a Delaware limited liability company, today announced that it has commenced a 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 Notes due 2034, 6.250% Senior Secured Notes due 2035 and 6.400% Senior Secured Notes due 2038 (collectively, the "Notes") for amendments (the "Proposed Amendments") to the applicable indentures governing the Notes (as supplemented through the date hereof, the "Indentures"), each between the Company and Wilmington Trust, National Association, as trustee, under which the Notes are governed.

AMENDMENT & CONSENT

The Company is pursuing the Consent Solicitation to adopt the Proposed Amendments to certain terms and provisions of the Indentures. The Proposed Amendments are primarily being sought to address certain rating agency considerations and thereby improve certain rating agency assessments of the Company. 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 to the Indentures would amend the following:

(i)	Section 1.1 (definition of Total Net Debt) to allow suspended distributions to be contemplated in such definition for periods of determination on or after January 25, 2038 following receipt of an Intel Call Notice. The proposed amendments being sought in the NPA Amendment (as defined below) will also amend the definition of "RP Conditions" (as defined in that certain Note Purchase Agreement dated as of April 27, 2023) to introduce a distribution block on or after January 25, 2038 (similarly triggered by receipt of an Intel Call Notice). This would increase the proceeds available to Holders. For clarity, the definition and calculation of Total Net Debt applies only to the calculation of the Unlevered Call Price Condition;

(ii)	Section 6.1(e) (Events of Default) solely as it relates to Intel Member, and specifically provide that such Event of Default (which addresses certain bankruptcy and insolvency events) would only apply to Intel Member if Intel Corporation ("Intel") or one or more of its relevant Affiliates is in default under one or more Material Project Documents and the Intel Guaranty beyond any grace or cure periods. For the avoidance of doubt, Section 6.1(e) of the Indentures remains unchanged as it relates to certain bankruptcy and insolvency events of certain other entities, including Intel. Any bankruptcy or insolvency of Intel will remain an Event of Default, without amendment. Given the Intel Guaranty provides an irrevocable and unconditional guarantee of all of Intel Member's obligations under the JV Agreement, this change is being pursued to link the trigger for a bankruptcy and insolvency event of default of Intel Member with a concurrent failure by Intel to perform its obligations under the Material Project Documents and the Intel Guaranty; and

(iii)	Section 4.10(c) (Deposit Accounts) to provide the Company with the ability to voluntarily establish a Debt Service Reserve Account at any time, including when it is not otherwise required by the terms of the Indentures. Section 4.10(c) already requires the Company to open and fund a Debt Service Reserve Account on a mandatory basis upon the occurrence of certain trigger conditions, namely the Projected Debt Service Coverage Ratio falling below 1.15:1.00 upon the incurrence of Incremental Indebtedness. The proposed change in Section 4.10(c) would not amend the existing mandatory requirement.

Defined terms used and not defined herein have the meanings set forth in the Indentures.

The Consent Solicitation will expire at 5:00 p.m., New York City time, on January 17, 2025, or such later time and date to which the Consent Solicitation is extended (the "Expiration Time"). Consents with respect to the Proposed Amendments may not be revoked after the consent date, which for each series of Notes is the earlier of (i) the date on which the supplemental indenture setting forth the Proposed Amendments to the relevant Indenture is executed and (ii) the Expiration Time. Subject to the terms and conditions of the Consent Solicitation, the Company is offering each Holder that consents to the Proposed Amendments prior to the Expiration Time and whose consent the Company accepts (each such Holder, a "Consenting Holder") consideration equal to $1.00 per $1,000 in principal amount of Notes held by such Consenting Holder (the "Consent Fee").

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 each series of Notes outstanding (excluding any Notes held by the Company or its affiliates) and (ii) the execution of a second amendment to that certain Note Purchase Agreement, dated as of April 27, 2023 (the "NPA Amendment"). The proposed amendment being sought in the NPA Amendment is substantially similar (to the extent applicable) to the Proposed Amendments described herein, and holders of the private placement notes subject to the NPA Amendment will receive the same consideration as the Consent Fee described herein ($1.00 per $1,000 in principal amount) following the effectiveness of the NPA Amendment. The lenders to the Senior Secured Credit Agreement previously approved a substantially similar (to the extent applicable) amendment that is operative. The complete terms and conditions of the Consent Solicitation are set forth in the Statement that is being sent to the Holders.

BNP Paribas Securities Corp. ("BNP Paribas") and Wells Fargo Securities, LLC ("Wells Fargo") are serving as solicitation agents in connection with the Consent Solicitation. D.F. King & Co., Inc. ("D.F. King") is serving as the information agent and tabulation agent in connection with the Consent Solicitation. Questions regarding the terms of the Consent Solicitation may be directed to BNP Paribas at (212) 841-3059 and (888) 210-4358 (toll free) and Wells Fargo at (704) 410-4235 and (866) 309-6316 (toll free), respectively. Questions or requests for assistance in completing and delivering a consent or requests for copies of the Statement may be directed to D.F. King at (800) 549-6697 (toll free) or by email to foundry@dfking.com.

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 agents 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 Brookfield Infrastructure Partners L.P. (NYSE: BIP, TSX: BIP.UN), together with its institutional partners (collectively, "Brookfield Infrastructure"), was formed in connection with a partnership between Brookfield Infrastructure and Intel to jointly invest in Intel's previously announced manufacturing expansion at its Ocotillo campus in Chandler, Arizona. Intel indirectly owns a 51% interest 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 fabrication buildings, Fab 52 and Fab 62, together with related structures and assets and equipment owned or leased by Arizona Fab in connection therewith.

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 ability to issue dividends or make payments; (ii) statements regarding the financial condition of the Company and Arizona Fab; (iii) statements regarding any financing transactions or arrangements; (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 we believe 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. 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 variety of factors. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these risk factors. Other than as required under the securities laws, we assume no obligation to update or revise these forward-looking statements or provide reasons why actual results may differ.

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