Foundry JV gets consents to amend senior secured notes due 2034

By Wendy Van Sickle

Columbus, Ohio, April 8 – Foundry JV Holdco LLC announced the success of its consent solicitation to amend the indenture governing its outstanding 5 7/8% senior secured notes due 2034, according to a news release.

The consent solicitation expired at 5 p.m. ET on April 8, and by that time holders of more than 50% of the outstanding principal amount of the notes had delivered their consents.

The indenture is dated May 19, 2023 with Wilmington Trust, NA as trustee.

The proposed amendments sought to amend the definition of permitted investment and specifically extend the allowed maturity of certain types of permitted investments.

Consents could not be revoked after the consent date, which is the earlier of the date on which a supplemental indenture is executed and the expiration time.

The company was offering a consent fee of $1.00 per $1,000 principal amount of notes held by a consenting holder.

Payment of the consent fee was conditioned on the receipt of consents of holders of more than 50% of the aggregate principal amount of the notes outstanding (excluding any notes held by the company or its affiliates) and the execution of an amendment to the company’s note purchase agreement dated April 27, 2023.

The proposed amendments being sought with respect to the note purchase agreement are substantially similar to the proposed amendments described above, and holders of the notes subject to the note purchase agreement amendment will receive the same consideration as the consent fee described above if the note purchase agreement amendment becomes effective.

The consent solicitation opened on April 2.

BNP Paribas Securities Corp. (212 841-3059 and 888 210-4358) and Wells Fargo Securities, LLC (704 410-4235 and 866 309-6316) are the solicitation agents.

D.F. King & Co., Inc. (800 791-3320; foundry@dfking.com) is the information agent and tabulation agent.

Houston-based Foundry JV, which is indirectly owned by Brookfield Infrastructure Partners LP together with its institutional partners, was formed in connection with a partnership between Brookfield Infrastructure and Intel Corp. to jointly invest in Intel’s previously announced manufacturing expansion at its Ocotillo campus in Chandler, Ariz. Intel indirectly owns a 51% interest in Arizona Fab LLC, and Brookfield Infrastructure, through Foundry JV, indirectly owns a 49% interest in Arizona Fab. The project consists of two semiconductor wafer fabrication buildings.

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