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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)
April 29, 2010
AMKOR TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
         
DELAWARE   000-29472   23-1722724
         
(State or Other Jurisdiction of
Incorporation) 		  (Commission File Number)   (IRS Employer
Identification No.)
1900 SOUTH PRICE ROAD
CHANDLER, AZ 85286
(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):
o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

ITEM 8.01 Other Events.
On April 29, 2010, Amkor Technology, Inc. (“Amkor”) issued a press release announcing its intention to offer $300 million aggregate principal amount of senior notes due 2018. A copy of this press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.
Amkor has provided disclosure regarding its EBITDA, adjusted EBITDA and free cash flows. The disclosure is furnished herewith as Exhibit 99.2.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
     
Exhibit   Description
99.1
  Press release, dated April 29, 2010, announcing offering of senior notes
 
    
99.2
  Updated disclosure

 

 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
Date: April 29, 2010  Amkor Technology, Inc.
 		  
  /s/ Gil C. Tily   
  Gil C. Tily   
  Executive Vice President and Chief Administrative Officer   

 

 

         
Index to Exhibits
     
Exhibit   Description
99.1
  Press release, dated April 29, 2010, announcing offering of senior notes
 
    
99.2
  Updated disclosure

 

exv99w1
Exhibit 99.1
Amkor Technology, Inc. Announces Proposed Offering of Senior Notes
CHANDLER, AZ, April 29, 2010 — Amkor Technology, Inc. (NASDAQ: AMKR) today announced that it intends to offer, subject to market and other conditions, $300 million aggregate principal amount of senior notes (“Notes”). The Notes are expected to be due in 2018 and are to be offered in a private placement in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act.
The Notes will be unsecured and the offering price, interest rate and other terms will be determined by negotiations between the Company and the initial purchasers.
The purpose of the offering is to raise proceeds that, together with existing cash, will be sufficient to redeem in full the $53.5 million outstanding principal amount of its 7.125% senior notes due 2011 and the $358.3 million principal amount of its 7.75% senior notes due 2013, and to pay related fees and expenses.
This announcement does not constitute an offer to sell or a solicitation of an offer to buy any of the Notes, nor shall there be any offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

 

exv99w2
Exhibit 99.2
         
    Twelve  
    Months Ended  
    March 31,
2010		  
    (In millions)  
Free Cash Flow Data:
        
Net cash provided by operating activities
   $ 429  
Less purchases of property, plant and equipment
     (198 )
 
      
Free cash flow*
   $ 231  
 
*   Net cash provided by operating activities for the twelve months ended March 31, 2010 was reduced by $51.9 million of voluntary interim severance payments made under our Korean severance plan. We define free cash flow as net cash provided by operating activities less purchases of property, plant and equipment. Free cash flow is not defined by generally accepted accounting principles. However, we believe free cash flow to be relevant and useful information to our investors because it provides them with additional information in assessing our liquidity, capital resources and financial operating results. Our management uses free cash flow in evaluating our liquidity, our ability to service debt and our ability to fund capital additions. However, this measure should be considered in addition to, and not as a substitute for, or superior to, cash flows or other measures of financial performance prepared in accordance with generally accepted accounting principles, and our definition of free cash flow may not be comparable to similarly titled measures reported by other companies.
                                 
                            Twelve
                            Months
    For the Year Ended December 31,   Ended
                            March 31,
    2009   2008   2007   2010
    (In thousands)
Other Financial Data:
                                
EBITDA(1)
   $ 547,429     $ 9,211     $ 658,250     $ 604,111  
Adjusted EBITDA(2)
     n/a       680,328       n/a       n/a  
 
(1)   We define EBITDA as net income before depreciation, and amortization, interest expense and income tax expense. EBITDA is not defined by generally accepted accounting principles. However, we believe EBITDA to be relevant and useful information to our investors because it provides them with additional information in assessing our financial operating results. Our management uses EBITDA in evaluating our operating performance, our ability to service debt and our ability to fund capital additions. However, this measure should be considered in addition to, and not as a substitute for, or superior to, operating income, net income or other measures of financial performance prepared in accordance with generally accepted accounting principles, and our definition of EBITDA may not be comparable to similarly titled measures reported by other companies. Below is a reconciliation of EBITDA to net income.
                                 
                            Twelve  
                            Months  
    For the Year Ended December 31,     Ended  
                            March 31,  
    2009     2008     2007     2010  
      (In thousands)
EBITDA:
                                
Net income(loss)
   $ 156,283     $ (457,476 )   $ 222,240     $ 222,315  
Plus interest expense
     102,396       118,729       133,896       98,188  
Plus interest expense — related party
     13,000       6,250       6,250       15,250  
Plus income tax (benefit) expense
     (29,760 )     31,788       12,597       (33,008 )
Plus depreciation and amortization
     305,510       309,920       283,267       301,366  
 
                        
EBITDA
   $ 547,429     $ 9,211     $ 658,250     $ 604,111  
 
(2)   Adjusted EBITDA for the year ended December 31, 2008 is calculated by adding the write-off of $671.1 million of goodwill to EBITDA for such period.