UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 10, 2006 (May 5, 2006)
AMKOR TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
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| DELAWARE
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000-29472
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23-1722724 |
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
1900 SOUTH PRICE ROAD
CHANDLER, AZ 85248
(Address of Principal Executive Offices, including Zip Code)
(480) 821-5000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
First Lien Revolving Credit Facility
On May 5, 2006, Amkor Technology, Inc., a Delaware corporation (“Amkor”), Unitive, Inc., a
Delaware corporation and subsidiary of Amkor (“Unitive”), and Unitive Electronics, Inc., a North
Carolina corporation and indirect subsidiary of Amkor (“Unitive Electronics” and, together with
Amkor and Unitive, the “Borrowers”) entered into a First Amendment (the “First Amendment”) to the
Loan and Security Agreement (the “First Lien Loan and Security Agreement”) with the Lenders party
to the First Lien Loan and Security Agreement and Bank of America, N.A., as Administrative Agent.
The First Amendment amends the definition of an “Excluded Domestic Subsidiary” under the First Lien
Loan and Security Agreement to include Amkor Worldwide Services LLC, a Delaware limited liability
company and subsidiary of Amkor (“AWS”), removes certain accountant notice requirements, and amends
certain schedules to the First Lien Loan and Security Agreement to provide for the inclusion of
specified information pertaining to AWS. The First Lien Loan and Security Agreement provides for a
revolving credit facility of up to $100 million with a letter of credit sub-limit of up to $25
million, based on the applicable borrowing base, as determined by Borrower’s eligible accounts
receivables. As of March 31, 2006, the Borrowers had utilized $2.5 million of the available letter
of credit sub-limit, and had $97.5 million available under this facility. All outstanding loans
under the First Lien Loan and Security Agreement are due and payable on November 28, 2009, the
termination date, unless earlier terminated by the Borrowers, subject to the then applicable
termination fee. Interest accrues under the First Lien Loan and Security Agreement at a floating
rate based on the base rate in effect from time to time plus the applicable margin which shall
range from 0.0% to 0.50% for base rate revolving loans, or LIBOR plus the applicable margin which
may range from 1.50% to 2.25% for LIBOR revolving loans. Borrowers also pay an unused line fee
between 0.25% and 0.50% per annum times the unused portion of the facility. The First Lien Loan
and Security Agreement is secured by a first priority lien on substantially all of the Borrowers’
assets (excluding intercompany loans and the capital stock of Amkor’s foreign subsidiaries and
certain domestic subsidiaries), including a mortgage on certain of Amkor’s real property.
Second Lien Term Loan Credit Facility
On May 5, 2006, AWS entered into a Guaranty Supplement (the “Second Lien Guaranty Supplement”)
to the Guaranty, dated as of October 27, 2004, among Guardian Assets, Inc., a Delaware corporation
and subsidiary of Amkor (“Guardian”), Unitive and Unitive Electronics, in favor of Citicorp North
America, Inc. (“CNAI”), as Administrative Agent (as amended, the “Second Lien Guaranty”), whereby
AWS guaranteed Amkor’s obligations under the Second Lien Credit Agreement, dated as of October 27,
2005, among CNAI, as Administrative Agent and as Collateral Agent, Merrill Lynch, Pierce, Fenner &
Smith Incorporated (“Merrill Lynch”), as Syndication Agent, JPMorgan, as Documentation Agent,
Citigroup, as Sole Lead Arranger and Citigroup, Merrill Lynch and J.P. Morgan, as Joint Bookrunners
(the “Second Lien Credit Agreement”). The Second Lien Credit Agreement provides for a $300.0
million term loan (the “Term Loan”), all of which was borrowed at closing. The non-amortizing Term
Loan provides for a single bullet payment on October 27, 2010, the maturity date. The Term Loan
may not be prepaid at Amkor’s option prior to October 27, 2006. Anytime thereafter, the Term Loan
may be prepaid, subject to the applicable prepayment premium. Interest shall accrue on the Term
Loan at a floating base rate based on LIBOR plus a margin of 4.5%.
On May 5, 2006, AWS also entered into a Joinder Agreement (the “Second Lien Joinder
Agreement”) to the Second Lien Pledge and Security Agreement, dated as of October 27, 2004, among
Amkor, Guardian, Unitive, Unitive Electronics and CNAI, as Collateral Agent (as amended, the
“Second Lien Pledge and Security Agreement”). Pursuant to the Second Lien Pledge and Security
Agreement, Amkor’s obligations under the Second Lien Credit Agreement are secured by a second lien
on (i) substantially all of the assets of Amkor and its domestic subsidiaries, (ii) a pledge of the
capital stock of Amkor’s domestic subsidiaries, (iii) a pledge of 66% of the capital stock of
certain of Amkor’s and its subsidiaries’ first-tier foreign subsidiaries, (iv) a pledge of certain
intercompany debt, and (v) a mortgage on Amkor’s real property.
The First Amendment to the First Lien Loan and Security Agreement, the Second Lien Guaranty
Supplement and the Second Lien Joinder Agreement are included herein as exhibits. The First Lien
Loan and Security Agreement, as entered into on November 28, 2005, was previously filed with the
Securities and