SunEdison Semiconductor Limited (NASDAQ:SEMI) Files An 8-K Entry into a Material Definitive Agreement

SunEdison Semiconductor Limited (NASDAQ:SEMI) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01

Entry into a Definitive Material Agreement.

In connection with the closing of the Transaction, on December 2,
2016, SunEdison Semiconductor B.V. (the
Borrower), a wholly owned subsidiary of the
Company, entered into that certain Loan Agreement by and between
the Borrower, GWC as a guarantor thereto, the banks party thereto
from time to time and the other parties thereto (the Loan
Agreement
). The Loan Agreement provides the Borrower
thereunder the ability to incur up to $200.0 million of term
loans (the Facility), the proceeds of which will
be used to repay certain existing secured facilities of the
Company and its subsidiaries.

The Facility will initially bear interest at a rate per annum
equal to the sum of (a) the LIBOR rate at such time, (b) the
applicable margin rate and (c) if the Taiwan Interbank US Dollar
Funding Rate (TAIFX) for the relevant interest
period exceeds the LIBOR Rate for such interest period plus four
tenths of one percent (0.40%) (the Threshold
Amount
), the amount (expressed as a percentage per
annum) by which TAIFX exceeds such Threshold Amount. The Borrower
is also obligated to pay certain fees and expenses in connection
with the Loan Agreement and the advances thereunder.

The Borrower will repay the Facility in nine installments with
the first installment due twelve months after the initial
borrowing date and the final installment due on the date that is
five years after the initial borrowing date. The installment
payment schedule is as follows:

Number of months after initial borrowing date

RepaymentInstallment
%
%
%
%
%
%
%
%

60 months after initial borrowing date

%

2

The Facility will be guaranteed by GWC, initially, and will be
guaranteed by the Company and certain subsidiaries of the Company
on a post-close basis. In addition, the Facility will be secured,
on a post-close basis, by certain material assets (subject to
security principles) of the Borrower, the Company and the other
guarantors.

The Loan Agreement contains representations, covenants, events of
default, and repayment provisions customary for transactions of
this type.

Item1.02 Termination of a Material Definitive
Agreement

Company Credit Facility. On December 5, 2016, in
connection with the closing of the Transaction, that certain
credit agreement, entered into on May 27, 2014 and subsequently
amended on December 29, 2015, by and among the Company and its
direct subsidiary SunEdison Semiconductor B.V., as borrower, and
Goldman Sachs Bank USA (as administrative agent, sole lead
arranger and sole syndication agent), Macquarie Capital (USA)
Inc., Citibank, N.A. and the lender parties thereto was repaid in
full and terminated.

Korean Term Loans. Also on December 5, 2016, in
connection with the closing of the Transaction, the term loan
agreements of MEMC Korea Company, a wholly owned subsidiary of
the Company, with each of Shinhan Bank, Hana Bank and Korea
Development Bank were repaid in full and terminated.

Item2.01 Completion of Acquisition or Disposition of
Assets.

The disclosures under the Introductory Note are incorporated
herein by reference.

to the Scheme, with effect from the Effective Date, all issued
and outstanding ordinary shares of the Company (other than those
held by GWC, Acquiror and their respective subsidiaries) were
acquired by Acquiror, in consideration for the right to receive
US$12.00 per share in cash.

A copy of the joint press release of the Company and GWC
announcing the completion of the Transaction is filed as
Exhibit99.1 to this Form 8-K.

Item2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information set forth under Item 1.01 of this Current Report
on Form 8-K is incorporated by reference into this Item 2.03.

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Item3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.

In connection with the closing of the Transaction, the Company
notified the NASDAQ Global Select Market
(NASDAQ) prior to the commencement of trading on
December 2, 2016, that the Scheme had become effective, and
requested that the trading of the Companys ordinary shares on
NASDAQ be suspended and the listing of the ordinary shares on
NASDAQ be removed. Trading of the Companys ordinary shares
terminated prior to the opening of trading on December 2, 2016,
and NASDAQ filed a notification of removal from listing and
registration on Form 25 with the Securities and Exchange
Commission (the SEC) on the same date to effect
the delisting of the Companys ordinary shares from NASDAQ and the
deregistration of the ordinary shares under Section 12(b) of the
Securities Exchange Act of 1934, as amended (the Exchange
Act
). The Company intends to file with the SEC a Form 15
requesting the termination of registration of the ordinary shares
under Section 12(g) of the Exchange Act and the suspension of
reporting obligations under Section 13 and 15(d) of the Exchange
Act.

Item3.03 Material Modification to Rights of Security
Holders.

The information set forth in the Introductory Note and Item 2.01
of this Current Report on Form 8-K is incorporated by reference
into this Item 3.03.

Item5.01 Change in Control of Registrant.

The information set forth in the Introductory Note, Items 1.01,
2.01 and 5.02 of this Current Report on Form8-K is incorporated
by reference into this Item 5.01.

Item5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Departure of Directors and Appointment of New Directors

In connection with the closing of the Transaction, and as of the
Effective Date, each member of the Companys board of directors
resigned from the board.Contemporaneously with the closing of the
Transaction, Doris HsiuLan Hsu, Mark Lynn England and Woo Heng
Thong were appointed directors of the Company.

Entry into Compensation Agreement

On December 1, 2016, the Company entered into an Additional
Compensation Agreement (the Compensation
Agreement
) with Jeffrey L. Hall, the Companys Executive
Vice President Finance and Administration, Chief Financial
Officer.The Compensation Agreement provides Mr. Hall with a tax
gross-up to offset any excise tax to Section 4999 of the Internal
Revenue Code of 1986, as amended (including any taxes on the
gross-up) to which he may be subject in respect of compensation
he might receive under the Companys Change in Control Severance
Plan (the Severance Plan). Mr. Hall would be entitled to receive
compensation under the Severance Plan if his employment with the
Company was terminated by the Company without cause, or by him
for good reason (in each case as defined in the Severance Plan),
if such termination occurs within 12 months of a change in
control of the Company as defined in such plan. The closing of
the Transaction constituted a change in control under the
Severance Plan.

4

Termination of Employment of President and Chief Executive
Officer

On December 2, 2016, following the closing of the Transaction,
the employment of Shaker Sadasivam, President and Chief Executive
Officer of the Company, was terminated.

Item 9.01 Financial Statements and Exhibits

(d) List of Exhibits
99.1 Joint press release dated December 2, 2016.

5


About SunEdison Semiconductor Limited (NASDAQ:SEMI)

SunEdison Semiconductor Limited is engaged in the development, manufacture and sale of silicon wafers to the semiconductor industry. The Company also develops advanced substrates, such as epitaxial (EPI) wafers and wafers for the silicon-on-insulator (SOI) market, which enable computing and communications applications. Its products include polished wafers, EPI wafers and SOI wafers. The Company sells its products to the semiconductor manufacturers around the world, including integrated device manufacturers, pure-play semiconductor foundries and companies that specialize in wafer customization. It operates facilities in semiconductor manufacturing regions throughout the world, including Taiwan, Malaysia, South Korea, Italy, Japan, and the United States. Its wafers are used as the base substrate for the manufacture of various types of semiconductor devices, including microprocessors, memory, analog, mixed-signal and radio frequency (RF) integrated circuits, discrete and image sensors.

SunEdison Semiconductor Limited (NASDAQ:SEMI) Recent Trading Information

SunEdison Semiconductor Limited (NASDAQ:SEMI) closed its last trading session at 11.95 with 359,306 shares trading hands.

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