Foundry JV Holdco LLC: A Strategic Move in Debt Management

Foundry JV Holdco LLC, a Delaware limited liability company, has successfully completed a consent solicitation for amendments to the indentures governing its various Senior Secured Notes due between 2030 and 2038. The company received consents from holders of more than 50% of the aggregate principal amount of each series of Notes before the expiration on January 17, 2025. The amendments, primarily sought to address certain rating agency considerations and improve the company's credit profile, were approved by a significant majority of noteholders.

The proposed amendments included:

1. Modification of the definition of Total Net Debt to allow suspended distributions to be contemplated for periods of determination on or after January 25, 2038, following receipt of an Intel Call Notice. This change would increase the proceeds available to holders.
2. Refinement of Events of Default related to Intel Member's bankruptcy conditions, linking the trigger for a bankruptcy and insolvency event of default of Intel Member with a concurrent failure by Intel to perform its obligations under the Material Project Documents and the Intel Guaranty.
3. Provision for the company to voluntarily establish a Debt Service Reserve Account at any time, including when it is not otherwise required by the terms of the Indentures.

These amendments reflect a strategic move by Foundry JV Holdco to enhance its debt structure and rating agency profile. The successful completion of the consent solicitation, with over 50% of holders of each series of Notes approving the amendments, demonstrates alignment between the company's objectives and noteholder interests. The modest consent fee of $1.00 per $1,000 in principal amount of Notes suggests minimal resistance from noteholders.



The strategic significance of this consent solicitation lies in its proactive approach to liability management and capital structure optimization. The proposed amendments reflect sophisticated debt management and strategic planning by Foundry JV Holdco, with a focus on enhancing operational flexibility and creditor protections. The timing of the solicitation, just ahead of 2038 call considerations, indicates proactive management of the company's capital structure. The changes, particularly around the Intel relationship, demonstrate careful balancing of operational flexibility with creditor protections.

For investors, these amendments offer subtle but meaningful improvements, including enhanced clarity on distribution mechanics post-2038, more precise default triggers regarding Intel's involvement, and greater flexibility in liquidity management through voluntary DSRA establishment. The high consent rate suggests that the company's objectives align with noteholder interests, potentially indicating favorable terms for both parties. The successful completion of the consent solicitation represents a significant legal restructuring of Foundry JV Holdco's debt obligations, ensuring legal certainty while protecting noteholder interests.