Cleary Gottlieb represented Goldman Sachs and the other underwriters in a $925 million capital raising plan by Chartered Semiconductor Manufacturing Ltd. The offering included a $625 million offering of senior debt in two tranches: $375 million of 5.75% Senior Notes due 2010 and $250 million of 6.375% Senior Notes due 2015. The offering also included $300 million of Units, which consisted of Convertible Redeemable Preference Shares and 6.00% Amortizing Bonds due 2010. The Senior Notes offering was registered with the SEC, and the Units were offered outside the United States under Reg S. Chartered Semiconductor used the proceeds from the offering primarily to fund a tender offer for an outstanding series of convertible bonds. Cleary represented Goldman Sachs as dealer manager for the tender offer. The Senior Notes offering closed on August 3, the Units offering closed on August 17 and the tender offer closed on September 2.
The Units offering presented a number of novel issues due to the Units’ unusual structure. The Units are designed to provide investors with a return similar to that of convertible bonds, but with more favorable accounting treatment for the issuer. New settlement and clearance procedures were developed to allow the Units to be traded freely both as Units and in the form of their underlying components. As a further complication, the preference share component of the Units was the first class of preference shares issued by a Singapore company to be cleared and settled outside of Singapore.
Chartered Semiconductor, a Singapore-based company, is one of the world’s top dedicated semiconductor foundries. Cleary has represented the underwriters in all of Chartered Semiconductor’s capital market transactions, including the company’s 1999 Nasdaq-listed IPO.