Current Report Filing (8-k)
August 04 2015 - 7:06AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 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): July 30, 2015
SunEdison Semiconductor Limited
(Exact Name of Registrant as Specified in its Charter)
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Singapore (State or other jurisdiction of incorporation or organization) | 001-36460 (Commission File Number) | N/A (I.R.S. Employer Identification Number) |
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11 Lorong 3 Toa Payoh, Singapore (Address of principal executive offices) | | 319579 (Zip Code) |
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(65) 6681-9300 (Registrant's telephone number, including area code) |
Not Applicable (Former name or former address, if changed since last report) |
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 provision (see General Instruction A.2 below):
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.05 Costs Associated with Exit or Disposal Activities
On July 30, 2015, the Board of Directors of SunEdison Semiconductor Limited (the “Company”) authorized the closure of the Company’s Ipoh, Malaysia facility, which produces 200 millimeter semiconductor wafers. This action is being taken to consolidate the Company’s manufacturing footprint to better match the demands of the industry. This action is consistent with the Company's continued efforts to improve operational efficiencies, maximize capacity utilization across the Company's geographic platforms and lower costs. The action will include the transitioning of 200 millimeter wafering activities from our Ipoh facility to Novara, Italy and other operating facilities. This action will affect approximately 650 employees at the Ipoh facility and the Company expects the action to be largely completed by the end of 2016.
The Company estimates that approximately $4 million to $6 million of severance expense will be incurred as a result of this action, of which approximately $2 million to $4 million is expected to be incurred in the third quarter of 2015 with the balance incurred over the next 12 to 16 months.
As a result of the Company’s decision to close the Ipoh facility, the Company expects to record approximately $35 million to $45 million of long-lived asset impairment charges for the year-ended December 31, 2015. In addition, the Company expects to record approximately $1 million to $4 million related to contract termination and facility exit costs in the third quarter of 2015, and $5 million to $10 million of plant closure and asset transfer costs mostly incurred over the next 12 to 18 months. The Company expects the total cost of this action to be approximately $45 million to $65 million. The Company expects $10.0 million to $20.0 million of the total charges to be cash payments, substantially all of which will be paid in 2016.
On August 4, 2015 the Company issued a press release announcing the above-described facility shutdown and certain other information. A copy of the press release is filed herewith as Exhibit 99.1.
This Current Report on Form 8-K contains forward-looking information as defined by the Private Securities Litigation Reform Act of 1995. Any statements contained in this Current Report on Form 8-K, except to the extent that they contain historical facts, are forward-looking, including statements regarding the expected timing and amount of charges, including the amount of the cash portion of such charges, that the Company will incur in connection with its facility closure action. Such forward-looking statements involve estimates, assumptions, judgments and uncertainties. There are known and unknown factors that could cause actual results or outcomes to differ materially from those addressed in the forward-looking information, including our ability to meet operational targets included in managements assumptions, our ability to meet customer qualification demands, our ability to meet our customers' production needs at our other facilities and general market conditions which may be beyond our control.
Item 9.01 Financial Statements and Exhibits
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Exhibit No. | | Description |
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99.1 | | Press Release dated August 4, 2015 |
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 thereunto duly authorized. |
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| | SUNEDISON SEMICONDUCTOR LIMITED |
Date: | August 4, 2015 | By: | /s/ Jeffrey L. Hall |
| | | Name: Jeffrey L. Hall
Title: Executive Vice President Finance & Administration and Chief Financial Officer (Principal Financial Officer) |
Exhibit Index
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Exhibit No. | | Description |
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99.1 | | Press Release dated August 4, 2015 |
Exhibit 99.1
SUNEDISON SEMICONDUCTOR INITIATES
MANUFACTURING CONSOLIDATION
St. Peters, Missouri, August 4, 2015 -- SunEdison Semiconductor Limited (NASDAQ OMX: SEMI) ("SunEdison Semiconductor" or the “Company”), a leading supplier of semiconductor wafers to the global semiconductor device industry, today announced that it has initiated a plan to consolidate its manufacturing footprint to better match demands of the industry. The consolidation will consist of closing its Ipoh, Malaysia wafering plant by the end of 2016, and relocating the associated capacity to other plant sites. The Company does not expect its total capacity to change.
This closure is consistent with the Company's strategy to continuously drive operational efficiencies, improve quality, lower costs, and maximize utilization across its global manufacturing footprint. By late 2016, with the closure of the Ipoh plant, the Company's global footprint will be consolidated from eight to seven plants. The Company does not expect its total capacity to change.
The Ipoh plant produces 200mm semiconductor wafers. SunEdison Semiconductor will work closely with customers to complete the qualifications required and/or build adequate supply to support their needs. During the transition, we expect to continue to deliver superior products and service without disruption to our customers. Employees affected by the closure are being offered customary severance and benefits packages. Further details will be included in our Form 8-K filed with the SEC and discussed during the company's second quarter 2015 results conference call on August 6, 2015.
Forward Looking Statements
Certain matters discussed in this news release are forward-looking statements, including that our belief that the Ipoh closure will be complete by end of 2016, that we will relocate the associated capacity to other sites, our expectation that our capacity will not change and that we will be able to continue to deliver products and service without disruption to our customers. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Potential risks and uncertainties include our ability to meet operational targets included in managements assumptions, our ability to meet customer qualification demands, our ability to meet our customers' production needs at our other facilities and general market conditions which may be beyond our control. These forward-looking statements represent the Company's judgment as of the date of this release. The Company disclaims, however, any intent or obligation to update these forward-looking statements.
About SunEdison Semiconductor
SunEdison Semiconductor is a global leader in the manufacture and sale of silicon wafers to the semiconductor industry. For over 55 years, SunEdison Semiconductor has been a pioneer in the design and development of silicon wafer technologies. With R&D and manufacturing facilities in the U.S., Europe, and Asia, SunEdison Semiconductor enables the next generation of high performance semiconductor devices. SunEdison Semiconductor’s common stock is listed on the NASDAQ OMX Global Select Market under the symbol "SEMI."
Investor & Media Contact
Chris Chaney
Director, Investor Relations & Corporate Communications
SunEdison Semiconductor Limited
cchaney@sunedisonsemi.com
+1 636 474 5226
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