Form 8-K

 

 

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 15, 2013

 

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


ITEM 7.01. Regulation FD Disclosure.

The information set forth in this Item 7.01 is intended to be furnished under Item 7.01 of Form 8-K (Regulation FD Disclosure). This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. In addition, this information shall not be incorporated by reference into any registration statement filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

To satisfy its obligations under Regulation FD, Amkor Technology, Inc. is furnishing updated information regarding certain selected financial information that is separately being provided to investors. The disclosure is furnished herewith as Exhibit 99.1.

ITEM 8.01 Other Information

On May 15, 2013, Amkor Technology, Inc (“Amkor”) issued a press release announcing the commencement of an offer to exchange any and all of its $250.0 million outstanding aggregate principal amount of 6.00% Convertible Senior Subordinated Notes due 2014. The press release is filed as Exhibit 99.2 hereto and incorporated by reference into this Item 8.01.

On May 15, 2013, Amkor issued a press release announcing its intention to offer $200,000,000 aggregate principal amount of 6.375% Senior Notes due 2022. The press release is filed as Exhibit 99.3 hereto and incorporated by reference into this Item 8.01.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

  

Description

99.1    Investor Presentation, which is furnished (not filed) herewith.
99.2    Press release announcing commencement of exchange offer, issued by Amkor Technology, Inc. on May 15, 2013.
99.3    Press release announcing proposed offering of senior notes, issued by Amkor Technology, Inc. on May 15, 2013.


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: May 15, 2013     Amkor Technology, Inc.
   

/s/ Gil C. Tily

    Gil C. Tily
    Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary


Index to Exhibits

 

Exhibit

  

Description

99.1    Investor Presentation, which is furnished (not filed) herewith.
99.2    Press release announcing commencement of exchange offer, issued by Amkor Technology, Inc. on May 15, 2013.
99.3    Press release announcing proposed offering of senior notes, issued by Amkor Technology, Inc. on May 15, 2013.

 

4

EX-99.1
©
2013 Amkor Technology, Inc.
Amkor Confidential Information
1
Disclaimer
This Presentation includes forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements relate to, among
other things, revenues, earnings, cash
flows, capital expenditures, working capital and other financial
items. These statements also relate to our
business strategy, goals and expectations concerning our market position, future operations, margins,
profitability, liquidity and capital resources.
Although we believe the assumptions upon which these forward-looking statements are based are
reasonable, any of these assumptions could prove to be inaccurate, and the forward-looking statements
based on these assumptions could be incorrect. Our operations involve risks and uncertainties, many of
which are outside our control, and any one of which, or a combination of which, could materially affect our
results of operations and whether the forward-looking statements ultimately prove to be correct.
Actual results and trends in the future may differ materially from those suggested or implied by the forward
looking statements depending on a variety of factors including those that are described in greater detail in
our Annual Report on Form 10-K for the year ended December 31, 2012, other filings with the Securities
Exchange Commission and the offering memorandum with respect to the proposed notes. All future
written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly
qualified in their entirety by the previous statements. We undertake no obligation to update any information
contained herein or to publicly release the results of any revisions to any forward-looking statements that
may be made to reflect events or circumstances that occur, or that we become aware of, after the date of
this Presentation.
THIS PRESENTATION IS NOT INTENDED TO BE READ SEPARATELY FROM, AND SHOULD BE
READ IN CONJUNCTION WITH, THE CONFIDENTIAL OFFERING MEMORANDUM WITH RESPECT
TO THE PROPOSED NOTES. THIS PRESENTATION IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE CONFIDENTIAL OFFERING MEMORANDUM WITH RESPECT TO THE
PROPOSED NOTES.
Exhibit 99.1


©
2013 Amkor Technology, Inc.
Amkor Confidential Information
Transaction Overview
2
($ in millions)
Sources
Uses
6.375% senior notes add-on
$200
General corporate purposes
190
Debt issuance premium
8
Inducement premium for Convertible Notes
15
Estimated fees and expenses
3
Total sources
$208
Total uses
$208
Pro forma capitalization
3/31/13
x EBITDA
Adjustments
(3)
Pro forma
x EBITDA
Cash
$467
$190
$657
$150M revolving credit facility
--
--
--
--
Debt of subsidiaries
283
0.5x
283
0.5x
Total secured debt
$283
0.5x
$283
0.5x
7.375% senior notes due 2018
345
0.6x
345
0.6x
6.625% senior notes due 2021
400
0.7x
400
0.7x
6.375% senior notes due 2022
300
0.6x
200
500
0.9x
Total secured and senior debt
$1,328
2.5x
$1,528
2.8x
6.000% conv. sr. sub. notes
250
0.5x
(250)
--
--
Total debt
$1,578
2.9x
$1,528
2.8x
Net debt
$1,111
$871
Market capitalization
(1)
703
379
1,082
Total capitalization
$2,281
$2,610
LTM 3/31/2013 EBITDA
$542
$542
LTM 3/31/2013 interest expense
(2)
101
(3)
98
LTM 3/31/2013 capital additions
534
534
Total debt / LTM EBITDA
2.9x
2.8x
Net debt / LTM EBITDA
2.1x
1.6x
LTM EBITDA / LTM interest expense
5.4x
5.5x
(LTM
EBITDA
-
capital additions) / LTM interest expense
0.1x
0.1x
(1)     Market
capitalization
based
on
$4.59
stock
price
as
of
5/10/2013
and
basic
shares
outstanding
as of 4/26/2013 per
the
latest
public
10-Q
filing.
Pro
forma
market
cap
based
on
shares
outstanding
after
the
inducement
of
the
$250
million
Convertible
Notes
with
$3.02
conversion
price,
which
resulted
in
an
incremental
250
million
/
$3.02
=
82.8
million
shares.
(2)     Interest expense pro forma for new debt issue and additional interest income on cash to balance sheet.
(3)    Assumes 100% participation in the exchange offer for the 2014 Convertible Notes


©
2013 Amkor Technology, Inc.
Amkor Confidential Information
3
Pro Forma Debt Maturities
Current Maturity Profile as of March 31, 2013: $1,578 Million
($ millions)
Pro Forma Maturity Profile as of March 31, 2013: $1,528 Million
($ millions)
$0
$0
$0
$0
$0
$0
Callable Notes
Due
Balance ($M)
First Call Date
Call Price
7.375% Senior Notes
May 2018
$345
May 2014
103.688
6.625% Senior Notes
June 2021
$400
June 2015
104.969
6.375% Senior Notes
October 2022
$300
October 2016
104.781
New 6.375% add-on notes
October 2022
$200
October 2016
104.781
$5
$250
$255
$105
$150
$345
$23
$400
$300
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
Term loans
Senior Notes
Convertible Notes
Total
$5
$105
$150
$345
$23
$400
$500
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
Term loans
Senior Notes
Convertible Notes
Total


©
2013 Amkor Technology, Inc.
Amkor Confidential Information
Key Financial Highlights:  LTM 1Q13
4
Investing for Growth Opportunities
Debt Increasing in Line with Improving
Profitability and Growing Cash Flow
Debt/EBITDA Under 3.0x
$2.79 Billion
Net Sales
EBITDA
(1)
Net Income
$542 Million
Adjusted
(2)
$592 Million
$43 Million
Adjusted
(2)
$95 Million
(1)
EBITDA
is
defined
as
net
income
before
interest
expense,
income
tax
expense
and
depreciation
and
amortization
-
Refer
to
reconciliation
of
Non-GAAP
measures
in
the
appendix
(2) 
Adjusted
EBITDA
excludes
$50
million
cost
of
goods
sold
portion
of
loss
contingency
charge.
Adjusted
Net
Income
excludes
$56
million
loss
contingency
charge
($52
million,
net
of
tax)
-
Refer
to
reconciliation
of        
Non-GAAP measures in the appendix


©
2013 Amkor Technology, Inc.
Amkor Confidential Information
Mobile Communications Driving Semi Growth
5
Source:  Prismark Partners.  February 2013
*  Other includes Medical, Industrial, Military and Aerospace
Growth -
$43B
CAGR -
10%
Growth -
$6B
CAGR -
3%
Growth -
$6B
CAGR -
2%
Growth -
$15B
CAGR -
6%
Growth -
$7B
CAGR -
5%
Growth -
$11B
CAGR -
4%
Semiconductor Industry
Growth
2012 -
$292B
2017F -
$380B
Growth -
$88B
CAGR -
5%
$69
$36
$68
$47
$25
$47
$112
$42
$74
$62
$32
$58
$0
$20
$40
$60
$80
$100
$120
$140
Mobile Phones &
Tablets
Consumer
Computing
Networking
Automotive
Other*


©
2013 Amkor Technology, Inc.
Amkor Confidential Information
6
LTM 1Q13 Net Sales and Packaged Units
by Factory Location
Japan
210k sf
Philippines
1.4M sf
Taiwan
850k sf
China
1.0M sf
Korea
2.3M sf
5.8 Million Sq. Ft. Manufacturing Space
53%
32%
18%
49%
12%
6%
13%
10%
4%
3%
Net Sales
Units
Korea
Philippines
Taiwan
China
Japan
World-Class Manufacturing Infrastructure, Scale and Scope


©
2013 Amkor Technology, Inc.
Amkor Confidential Information
(1)  
Free
cash
flow
is
defined
as
operating
cash
flow
less
purchases
of
property,
plant
and
equipment
-
Refer
to
reconciliation
of
Non-GAAP
measures
in
the
appendix
(2) 
EBITDA
is
defined
as
net
income
before
interest
expense,
income
tax
expense
and
depreciation
and
amortization
-
Refer
to
reconciliation
of
Non-GAAP
measures
in
the
appendix
(3)
Excluding
loss
contingency
accrual
of
$22
million
($20
million
cost
of
goods
sold,
$2
million
interest
expense.
$20
million,
net
of
tax)
-
Refer
to
reconciliation
of
Non-GAAP
measures
in
the
appendix
(In millions, except per share data)
1Q 2012
4Q 2012
1Q 2013
Actual
Adjusted
(3)
Net Sales
$655
$723
$723
$688
Gross Margin
16%
16%
18%
17%
Net Income
$12
$7
$27
$13
Earnings Per Diluted Share
$0.06
$0.05
$0.13
$0.07
Free Cash Flow
(1)
($65)
($49)
($49)
($14)
EBITDA
(2)
$126
$139
$159
$140
Packaging Utilization
73%
77%
77%
76%
7
First Quarter 2013 Summary


©
2013 Amkor Technology, Inc.
Amkor Confidential Information
8
Profitability Trends
Revenue and Gross Profit
($ in millions)
Selling, General & Administrative and
Research & Development
($ in millions)
2012 and LTM 1Q13 Adjusted Gross Margin of 17%
(1)
$2,939
$2,776
$2,760
$2,792
$664
$491
$424
$434
23%
18%
15%
16%
0%
5%
10%
15%
20%
25%
30%
$-
$500
$1,000
$1,500
$2,000
$2,500
$3,000
$3,500
2010
2011
2012
LTM 1Q13
Revenue
Gross Profit
Gross Margin %
$242
$247
$217
$219
$48
$50
$54
$55
10%
11%
10%
10%
0%
5%
10%
15%
20%
25%
30%
$-
$50
$100
$150
$200
$250
$300
2010
2011
2012
LTM 1Q13
SG&A
R&D
SG&A and R&D % of Rev
Excludes $50 million cost of goods sold portion of loss contingency charge - Refer to reconciliation of Non-GAAP measures in the appendix
(1)


©
2013 Amkor Technology, Inc.
Amkor Confidential Information
9
Free Cash Flow and EBITDA
Free Cash Flow
(1)
($ in millions)
(1)
Free
cash
flow
is
defined
as
net
cash
provided
by
operating
activities
less
purchases
of
property,
plant
and
equipment
-
Refer
to
reconciliation
of
Non-GAAP
measures
in
the
appendix
(2)  
EBITDA
is
defined
as
net
income
before
interest
expense,
income
tax
expense
and
depreciation
and
amortization
-
Refer
to
reconciliation
of
Non-GAAP
measures
in
the
appendix
EBITDA
(2)
($ in millions)
2012 and LTM 1Q13 Include $20 Million Payment for
Loss Contingency
2012 and LTM 1Q13 Include $50 Million for Loss
Contingency Charge
2010
2011
2012
LTM 1Q13
2010
2011
2012
LTM 1Q13
$97
$50
($144)
($93)
$676
$521
$527
$542


©
2013 Amkor Technology, Inc.
Amkor Confidential Information
10
Capital Additions and Capital Intensity
Amkor Capital Intensity
Capital Intensity is defined as capital additions as a percentage of net sales ($ in millions)
LTM 1Q13 Capital Additions Mix
Packaging
Test
Infrastructure /
R&D
Operating Cash Flow and CapEx
($ in millions)
2013 Capital Additions of Around $525 Million to
Largely Support Demand for Mobile Communications
from Major Customers
Based on Current Demand Expectations.  Can be Fluid
Over Time, Increasing or Decreasing from Current
Expectations.
New K5 Factory and R&D Center
Total spending of around $400 million for land and
construction over the next several years
In 2013, around $150 million of spending for land and
construction (incremental to $525 million discussed above)
44%
38%
18%
$505
$453
$533
$534
17%
16%
19%
19%
0%
5%
10%
15%
20%
$-
$100
$200
$300
$400
$500
$600
$700
2010
2011
2012
LTM 1Q13
Capital Additions
Capital Intensity %
$543
$517
$389
$432
$446
$467
$534
$525
1.2
1.1
0.7
0.8
-
0.2
0.4
0.6
0.8
1.0
1.2
$-
$100
$200
$300
$400
$500
$600
$700
2010
2011
2012
LTM 1Q13
Oper. Cash Flow
CapEx Cash Paid
Oper. CF/Cash CapEx


©
2013 Amkor Technology, Inc.
Amkor Confidential Information
11
Credit Profile
Total Debt, Net Debt and Cash Balance
Debt/EBITDA and Net Debt/EBITDA
EBIT and Interest Expense
($ in millions)
Excluding Loss Contingency Accrual
(1)
2012
LTM 1Q13
Debt/EBITDA
2.7x
2.7x
Net Debt/EBITDA
2.0x
1.9x
EBIT ($M)
$207
$213
EBIT/Interest Expense
2.2x
2.2x
$1.4
$1.3
$1.5
$1.6
$1.0
$0.9
$1.1
$1.1
$405
$435
$413
$467
$-
$100
$200
$300
$400
$500
$-
$0.5
$1.0
$1.5
$2.0
2010
2011
2012
LTM 1Q13
Total Debt
Net Debt
Cash Balance
2.0
2.6
2.9
2.9
1.4
1.8
2.1
2.1
2010
2011
2012
LTM 1Q13
Debt/EBITDA
Net Debt/EBITDA
$352
$186
$157
$163
$101
$87
$98
$101
3.5
2.1
1.6
1.6
-
0.5
1.0
1.5
2.0
2.5
3.0
3.5
$-
$100
$200
$300
$400
2010
2011
2012
LTM 1Q13
EBIT
Interest Expense
EBIT/Int. Exp.
(1)
Excludes $56 million loss contingency charge ($50 million cost of goods sold; $6 million interest 
expense; $52 million, net of tax) - Refer to reconciliation of Non-GAAP measures in the appendix


©
2013 Amkor Technology, Inc.
Amkor Confidential Information
12
Financial Reconciliation Tables
(1)
See discussion of Non-GAAP measures on page 20
($ in millions)
2010
2011
2012
LTM 1Q13
Q112
Q412
Q113
Net Cash Provided by Operating Activities
$543
$517
$389
$432
$56
$105
$99
Less: Purchases of Property, Plant and Equipment
(446)
(467)
(534)
(525)
(121)
(154)
(113)
Free Cash Flow
(1)
$97
$50
($144)
($93)
($65)
($49)
($14)
Property, Plant and Equipment Additions
(Capital Additions)
$505
$453
$533
$534
$124
$86
$124
Net Change in Related Accounts Payable
and Deposits
(59)
14
1
(9)
(3)
68
(11)
Purchases of Property, Plant and Equipment
$446
$467
$534
$525
$121
$154
$113
Net Income
$232
$92
$42
$43
$12
$7
$13
Plus:  Interest Expense (Including Related Party)
101
87
98
101
22
27
26
Plus:  Income Tax Expense
19
7
17
19
3
8
4
EBIT
(1)
352
186
157
163
37
42
43
Plus:  Depreciation & Amortization
324
335
370
379
89
97
97
EBITDA
(1)
$676
$521
$527
$542
$126
$139
$140


©
2013 Amkor Technology, Inc.
Amkor Confidential Information
13
Financial Reconciliation Tables
(1)
See discussion of Non-GAAP measures on page 20
($ in millions)
2010
2011
2012
LTM 1Q13
Operating Income
$374
$194
$153
$159
Plus:  Equity in Earnings of Unconsolidated Affiliate
6
7
6
4
Less:  Income Tax Expense
(19)
(7)
(17)
(19)
Net Operating Profit After Tax (NOPAT)
$361
$194
$142
$144
Average Debt
$1,399
$1,355
$1,446
$1,466
Plus:  Average Equity
507
662
676
684
Less:  Average Cash
(400)
(420)
(424)
(424)
Average Invested Capital
$1,506
$1,597
$1,698
$1,726
Return on Invested Capital (ROIC)
(1)
24%
12%
8%
8%
(NOPAT / Average Invested Capital)
Total Debt
$1,364
$1,347
$1,545
$1,578
Less:  Cash
405
435
413
467
Net Debt
$959
$912
$1,132
$1,111
EBITDA
(1)
$676
$521
$527
$542
Debt / EBITDA
2.0
2.6
2.9
2.9
Net Debt / EBITDA
1.4
1.8
2.1
2.1


©
2013 Amkor Technology, Inc.
Amkor Confidential Information
14
Financial Reconciliation Tables
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 U.S. generally accepted accounting principles ("U.S. GAAP").  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, free cash flow has certain limitations, including that it does not represent the
residual cash flow available for discretionary expenditures since other, non-discretionary expenditures, such as mandatory debt
service, are not deducted from the measure.  The amount of mandatory versus discretionary expenditures can vary significantly
between periods.  This measure should be considered in addition to, and not as a substitute for, or superior to, other measures of
liquidity or financial performance prepared in accordance with U.S. GAAP, such as net cash provided by operating activities. 
Furthermore, our definition of free cash flow may not be comparable to similarly titled measures reported by other companies.
We define EBIT as net income before interest expense and income tax expense. We define EBITDA as EBIT before depreciation
and amortization. EBIT and EBITDA are not defined by U.S. GAAP. However, we believe EBIT and EBITDA to be relevant and
useful information to our investors because they provide investors with additional information in assessing our financial operating
results. Our management uses EBIT and EBITDA in evaluating our operating performance, our ability to service debt and our ability
to fund capital additions. However, these measures 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 U.S. GAAP, and our
definitions of EBIT and EBITDA may not be comparable to similarly titled measures reported by other companies.
We define return on invested capital ("ROIC") as net operating profit after tax (the sum of operating income plus equity in earnings of
unconsolidated affiliate less income tax expense) divided by average invested capital (the sum of average debt plus average equity
less average cash).  ROIC is not defined by U.S. GAAP.  However, we believe ROIC is relevant and useful information for our
investors and management in evaluating whether our capital investments are generating stockholder value.


©
2013 Amkor Technology, Inc.
Amkor Confidential Information
In this presentation we provide adjusted gross margin, adjusted net income, adjusted earnings per diluted share and adjusted EBITDA for the quarter and year ended December 31,
2012, and the twelve months ended March 31, 2013.  We present these non-GAAP amounts to demonstrate the impact of the loss contingency we recognized for the quarter and year
ended December 31, 2012, and the twelve months ended March 31, 2013, related to our pending patent license arbitration with Tessera, Inc.  However, these measures have limitations,
including that they exclude the charges for the Tessera arbitration award, which is an amount that the company may ultimately have to pay in cash.  Furthermore, the factors affecting the
calculation of the arbitration award are complex and subject to determination by the arbitration panel.  Therefore, the final amount of the loss may be more than the amount we have
recognized.  Accordingly, these measures that exclude the loss contingency should be considered in addition to, and not as a substitute for, or superior to, gross margin, net income and
earnings per diluted share prepared in accordance with U.S. GAAP.  Above is the reconciliation of adjusted gross margin, adjusted net income and adjusted earnings per diluted share to
U.S. GAAP gross margin, net income and earnings per diluted share.
15
Financial Reconciliation Tables
(1)
See discussion of Non-GAAP measures on page 20
4Q12
2012
LTM 1Q13
Gross Margin
16%
15%
16%
Plus:  Loss Contingency Charge Divided by Net Sales
2%
2%
1%
Adjusted Gross Margin
18%
17%
17%
Net Income  
$7
$42
$43
Plus:  Loss Contingency Charge, Net of Tax
20
52
52
Adjusted Net Income
$27
$94
$95
Earnings per Diluted share
$0.05
$0.24
$0.23
Plus:  Loss Contingency Charge per Diluted Share
0.08
0.21
0.21
Adjusted Earnings per Diluted Share
$0.13
$0.45
$0.44
EBITDA
(1)
$139
$527
$542
Plus:  Cost of Goods Sold Portion of Loss Contingency Charge
20
50
50
Adjusted EBITDA
(1)
$159
$577
$592
($ in millions)
($ in millions)
EX-99.2

Exhibit 99.2

 

LOGO

News Release

Amkor Technology Announces Commencement of Exchange Offer

CHANDLER, Ariz. – May 15, 2013 – Amkor Technology, Inc. (NASDAQ: AMKR) today announced that it has commenced an exchange offer for any and all of its $250.0 million outstanding aggregate principal amount of 6.00% Convertible Senior Subordinated Notes due 2014 (the “Notes”). Under the terms of the exchange offer, for each $1,000 principal amount of the Notes, Amkor is offering to exchange the following:

 

   

330.6332 shares of common stock, the number of shares they would be entitled to receive upon conversion of the Notes pursuant to their terms; plus

 

   

a cash payment of $49.33 (the “Cash Premium”); plus

 

   

accrued and unpaid interest from the most recent interest payment date for the Notes to, but excluding, the settlement date, which amount is expected to be approximately $10.67, payable in cash (the “Accrued and Unpaid Interest”).

The exchange offer will expire at 5:00 p.m., New York City time, on June 14, 2013, unless extended or earlier terminated by Amkor. Tendered Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

The exchange offer is being made on the terms and conditions set forth in an offering circular dated May 15, 2013 and the related letter of transmittal. Copies of these and other documents will be distributed to all holders of the Notes. Requests for additional copies of such documents or questions regarding the procedures for tendering the Notes may be directed to the Information Agent for the exchange offer, Global Bondholder Services Corporation (“GBS”), at 1-866-470-4500 (toll free).

The exchange offer is subject to the satisfaction or waiver of certain conditions set forth in the offering circular. Subject to applicable law, Amkor may, in its sole and absolute discretion, amend, extend or waive conditions to, or terminate, the exchange offer.

Amkor will file a Schedule TO today, which will include the offering circular and a related letter of transmittal, with the Securities and Exchange Commission (“SEC”). Each such document, as well as any amendments, supplements or additional exhibits thereto, will be available when filed by Amkor, free of charge, from the SEC’s website at www.sec.gov. Holders are encouraged to read these documents, as they contain important information regarding the exchange offer.

GBS is serving as the Information Agent for the exchange offer. Persons with questions regarding the exchange offer should contact GBS at 1-866-470-4500 (toll free). Requests for copies of the offering circular or the letter of transmittal may also be directed to GBS.


This press release is for informational purposes only and does not constitute an offer to exchange or sell, or the solicitation of an offer to exchange or buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, exchange, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The exchange offer is being made only by the offering circular and the letter of transmittal. Holders of the Notes are strongly advised to read the offering circular and other related documents when they are filed with the SEC as these documents contain important information.

The exchange offer is being made pursuant to an exemption from registration under Section 3(a)(9) of the Securities Act of 1933. The exchange offer is not being made in any jurisdiction in which, or to or from any person from or to whom, it is unlawful to make such offer or solicitation under applicable securities or blue sky laws.

About Amkor

Amkor is a leading provider of semiconductor packaging and test services to semiconductor companies and electronics OEMs. More information about Amkor is available from the company’s filings with the SEC and at Amkor’s website: www.amkor.com.

Forward-Looking Statement Disclaimer

This announcement contains forward-looking statements within the meaning of federal securities laws. All statements other than statements of historical fact are considered forward-looking statements, including without limitation, statements regarding the proposed exchange offer and the terms and conditions thereto. These forward-looking statements involve a number of risks, uncertainties, assumptions and other factors that could affect future results and cause actual results and events to differ materially from historical and expected results and those expressed or implied in the forward-looking statements, including, but not limited to, that there can be no assurance that the holders of the Notes will tender in the exchange offer or that the exchange offer will be completed at all. Other important risk factors that could affect the outcome of the events set forth in these statements and that could affect Amkor’s operating results and financial condition are discussed in Amkor’s Annual Report on Form 10-K for the year ended December 31, 2012, and in its subsequent filings with the SEC made prior to or after the date hereof. Amkor undertakes no obligation to review or update any forward-looking statements to reflect events or circumstances occurring after the date of this announcement.

EX-99.3

Exhibit 99.3

 

LOGO

News Release

Amkor Technology Announces Proposed Offering of Senior Notes

CHANDLER, Ariz. – May 15, 2013 — Amkor Technology, Inc. (NASDAQ:AMKR) today announced that it intends to offer, subject to market and other conditions, $200 million aggregate principal amount of 6.375% Senior Notes due 2022 (the “Notes”). The Notes 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 will be determined by negotiations between the company and the initial purchasers. The Notes will be issued as additional notes under an indenture dated as of September 21, 2012 pursuant to which Amkor previously issued $300.0 million aggregate principal amount of 6.375% Senior Notes due 2022 (the “Existing Notes”). The Notes will rank equally with and form a part of a single class of securities with the Existing Notes.

We expect to use the net proceeds of the Notes offering for general corporate purposes, which may include, among other things, capital additions, acquisitions and other investments.

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.

About Amkor

Amkor is a leading provider of semiconductor packaging and test services to semiconductor companies and electronics OEMs. More information on Amkor is available from the company’s Securities and Exchange Commission (“SEC”) filings and at Amkor’s website: www.amkor.com.

Forward-Looking Statement Disclaimer

This announcement contains forward-looking statements within the meaning of federal securities laws. All statements other than statements of historical fact are considered forward-looking statements including, without limitation, statements regarding the proposed Notes offering and the terms and expected use of proceeds thereof. These forward-looking statements involve a number of risks, uncertainties, assumptions and other factors that could affect future results and cause actual results and events to differ materially from historical and expected results and those expressed or implied in the forward-looking statements including, but not limited to, that there can be no assurance that the Notes will be sold in the amount or on the terms expected or at all. Other important risk factors that could affect the outcome of the events set forth in these statements are discussed in our Annual Report on Form 10-K for the year ended December 31, 2012, and in our subsequent filings with the SEC made prior to or after the date hereof. Amkor undertakes no obligation to review or update any forward-looking statements to reflect events or circumstances occurring after the date of this announcement.

Contacts

Amkor Technology, Inc.

Joanne Solomon

Executive Vice President and Chief Financial Officer

480-786-7878


joanne.solomon@amkor.com

Greg Johnson

Senior Director, Investor Relations and Corporate Communications

480-786-7594

greg.johnson@amkor.com