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Micron Unit Secures $750MM ABL Facility With HSBC, Others

February 13, 2015, 07:35 AM
Filed Under: Technology

Micron Semiconductor Asia Pte. Ltd. (the “Borrower”), a wholly owned subsidiary of Micron Technology, Inc., entered into a Facility Agreement with The Hongkong and Shanghai Banking Corporation Limited (“HSBC”), DBS Bank, Ltd. (“DBS”), ING Bank N.V. (“ING”) and Standard Chartered Bank (“SCB”), as mandated lead arrangers, Oversea-Chinese Banking Corporation Limited (“OCBC”), as an arranger, HSBC as facility agent, security agent and account bank, and HSBC, DBS, ING, SCB, OCBC, BNP Paribas, The Bank of Tokyo-Mitsubishi UFJ, Ltd., The Royal Bank of Scotland plc and United Overseas Bank Limited, as original lenders (the “Facility Agreement”). The Facility Agreement provides the Borrower with a committed $750 million asset-based revolving credit facility (the “Credit Facility”). The Facility Agreement also provides that, under certain circumstances (including the agreement of financial institutions in their sole discretion to provide additional commitments), the aggregate revolving credit commitments under the Facility Agreement may be increased at the Borrower’s request. As of the date of the filing of this Current Report there are no borrowings outstanding under the Facility Agreement.

Proceeds of borrowings under the Facility Agreement may be used for general corporate purposes. The Borrower’s obligations under the Facility Agreement are secured by all of the Borrower’s accounts receivables.

The Credit Facility matures on February 12, 2020 (the “Maturity Date”). The Borrower may borrow, repay and reborrow funds under the Facility Agreement prior to the Maturity Date, subject to the borrowing base described below. The Borrower must repay the outstanding principal amount of all borrowings under the Facility Agreement, together with all accrued but unpaid interest thereon, on the Maturity Date. Availability of borrowings under the Credit Facility from time to time is subject to a borrowing base equal to 80% of the Borrower’s eligible accounts receivable. The borrowing base is further reduced by required dilution reserves and may be further reduced by amounts in excess of obligor concentration limits.

Borrowings under the Credit Facility will bear interest at LIBOR plus an additional interest rate margin that is determined by the average availability of borrowings under the Credit Facility. The additional interest rate margin for borrowings ranges from 1.75% to 2.25% per annum, with the applicable margin varying depending upon the utilized portion of the Credit Facility. In addition, the Borrower will pay a commitment fee on the undrawn commitments under the Credit Facility from time to time at a rate of 0.25% to 0.375%, with the applicable rate varying depending on the utilized portion of the Credit Facility.

The Facility Agreement contains representations and warranties, affirmative and negative covenants, and early amortization events and events of default that are customary for credit agreements of this type, including as funding conditions, the absence of any early amortization event, the absence of any default, and the absence of any event or circumstance that has a material adverse effect on the Borrower’s operations, assets, prospects, business or condition, and including negative covenants that limit or restrict the Borrower’s ability to create liens on, or dispose of, the collateral securing the obligations under the Facility Agreement. The Facility Agreement does not contain financial covenants and does not contain any covenant restricting the payment of dividends or the making of other restricted payments by the Borrower or Micron.

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