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- S-4 Registration of securities issued in business combination transactions
- 2.1 Business Transfer Agreement
- 2.2 First Amendment to Business Transfer Agreement
- 3.1 Certificate of Formation of Magnachip Semiconductor LLC
- 3.2 Certificate of Amendment to Certificate of Formation of Magnachip Semiconductor
- 3.3 Third Amended and Restated Limited Liability Company Operating Agreement
- 3.4 Articles of Incorporation of Magnachip Semiconductor S.a.
- 3.5 Certificate of Incorporation of Magnachip Semiconductor Finance Company
- 3.6 Bylaws of Magnachip Semiconductor Finance Company
- 3.7 Certificate of Formation for Magnachip Semiconductor Sa Holdings LLC
- 3.8 Limited Liability Company Agreement of Magnachip Semiconductor Sa Holdings LLC
- 3.9 Articles of Association of Magnachip Semiconductor B.V.
- 3.10 Certificate of Incorporation of Magnachip Semiconductor, Inc. (Usa)
- 3.11 Bylaws of Magnachip Semiconductor, Inc. (Usa)
- 3.12 Articles of Incorporation of Magnachip Semiconductor, LTD. (Korea)
- 3.13 Articles of Incorporation of Magnachip Semiconductor Inc. (Japan)
- 3.14 Memorandum of Association of Magnachip Semiconductor LTD. (Hong Kong)
- 3.15 Articles of Association of Magnachip Semiconductor LTD. (Hong Kong)
- 3.16 Memorandum of Association of Magnachip Semiconductor LTD. (United Kingdom)
- 3.17 Articles of Association of Magnachip Semiconductor LTD. (United Kingdom)
- 3.18 Articles of Incorporation of Magnachip Semiconductor LTD. (Taiwan)
- 3.19 Articles of Incorporation of Isron Corporation
- 3.20 Articles of Incorporation of Ic Media Corporation
- 3.21 Bylaws of Ic Media Corporation
- 3.22 Certificate of Amendment to Bylaws of Ic Media Corporation
- 3.23 Certificate of Amendment to Bylaws of Ic Media Corporation
- 3.24 Memorandum of Association of Ic Media International Corporation
- 3.25 Articles of Association of Ic Media International Corporation
- 3.26 Memorandum of Association of Ic Media Holding Company LTD.
- 3.27 Articles of Association of Ic Media Holding Company LTD.
- 3.28 Articles of Incorporation of Ic Media Techology Corporation
- 4.1 Indenture Dated As of December 23, 2004
- 4.4 Registration Rights Agreement Dated As of December 23, 2004
- 4.5 Indenture Dated As of December 23, 2004
- 4.7 Registration Rights Agreement Dated As of December 23, 2004
- 10.1 Purchase Agreement Dated As of December 23, 2004
- 10.2 Credit Agreement Dated As of December 23, 2004
- 10.3 First Amendment and Waiver to Credit Agreement
- 10.3 Second Amendment and Waiver to Credit Agreement
- 10.4 Intercreditor Agreement Dated As of December 23, 2004
- 10.5 Second Amended and Restated Securityholders' Agreement
- 10.6 Warrant Held by Hynix Semiconductor Inc.
- 10.7 Intellectual Property License Agreement Dated As of October 6, 2004
- 10.8 Trademark License Agreement Dated As of October 6, 2004
- 10.9 Building Lease Agreement for Warehouses Dated As of October 6, 2004
- 10.10 Building Lease Agreement for M4 Building Dated As of October 6, 2004
- 10.11 Building Lease Agreement for R, C1 and C2 Buildings Dated As of October 6, 2004
- 10.12 Land Lease and Easement Agreement Dated As of October 6, 2004
- 10.13 Wafer Foundry Service Agreement Dated As of October 6, 2004
- 10.14 Wafer Mask Production and Supply Agreement Dated As of October 6, 2004
- 10.15 General Service Supply Agreement Dated As of October 6, 2004
- 10.16 It & Fa Service Agreement Dated As of October 6, 2004
- 10.17 Service Agreement Dated As of October 6, 2004
- 10.18 Service Agreement Between Magnachip Semiconductor LTD. and Jerry Baker
- 10.19 Service Agreement Between Magnachip Semiconductor LTD. and Robert Krakauer
- 10.20 Service Agreement Between Magnachip Semiconductor LTD. and Victoria Miller Nam
- 10.21 Service Agreement Between Magnachip Semiconductor LTD. and Tae Young Hwang
- 10.22 Service Agreement Between Magnachip Semiconductor LTD. and Jason Hartlove
- 10.23 Service Agreement Between Magnachip Semiconductor LTD. and Dale Lindly
- 10.24 Magnachip LLC Equity Incentive Plan
- 10.25 Magnachip LLC California Equity Incentive Plan
- 10.26 R&D Equipment Utilization Agreement, Dated October 6, 2004-HYNIX and Magnachip
- 10.27 License Agreement(modularbcd) Dated Mar. 18, 2005-ADVANCED Analogic Technologies
- 10.28 License Agreement(trenchdmos) Dated Mar. 18, 2005-ADVANCED Analogic Technologies
- 10.29 Rfid Development and Licensing Agreement, Dated Mar 29, 2005-CELIS Semiconductor
- 10.30 Technology License Agreement, Dated July 2001 - Arm Limited
- 10.31 Technology License Agreement, Dated December 16, 1996-ADVANCED Risc Machines
- 10.32 ARM7201TDSP Device License Agreement, Dated Aug. 26, 1997-ADVANCED Risc Machines
- 10.33 Technology License Agreement, Dated August 22, 2001-ARM Limited
- 10.34 Technology License Agreement, Dated May 20, 2004-ARM Limited
- 12.1 Computation of Ratio of Earnings to Fixed Charges
- 21.1 Subsidiaries of Magnachip Semiconductor LLC
- 23.1 Consent of Samil Pricewaterhousecoopers
- 25.1 Form T-1 6 7/8% Second Priority Senior Secured Notes Due 2011
- 25.2 Form T-1 8% Senior Subordinated Notes Due 2014
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 99.3 Form of Letter to Holders
- 99.4 Form of Letter to Brokers, Dealers and Other Nominees
- 99.5 Form of Letter to Clients
- 4 Oct 10 Registration of securities issued in business combination transactions (amended)
- 4 Aug 10 Registration of securities issued in business combination transactions
- 18 Jul 05 Registration of securities issued in business combination transactions (amended)
- 21 Jun 05 Registration of securities issued in business combination transactions
Exhibit 99.3
MAGNACHIP SEMICONDUCTOR S.A.
MAGNACHIP SEMICONDUCTOR FINANCE COMPANY
LETTER TO HOLDERS
To Holders of:
• | Floating Rate Second Priority Senior Secured Notes due 2011; |
• | 6 7/8% Second Priority Senior Secured Notes due 2011; and |
• | 8% Senior Subordinated Notes due 2014: |
MagnaChip Semiconductor S.A. (“MagnaChip S.A.”) and MagnaChip Semiconductor Finance Company (together with MagnaChip S.A., “MagnaChip Semiconductor”) is offering upon and subject to the terms and conditions set forth in the Prospectus, dated , 2005 (the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”), to exchange (the “Exchange Offer”) an aggregate principal amount of up to $300,000,000 of its Floating Rate Second Priority Senior Secured Notes due 2011 (the “New Floating Rate Second Lien Notes”), $200,000,000 of its 6 7/8% Second Priority Senior Secured Notes due 2011 (the “New Fixed Rate Second Lien Notes”) and $250,000,000 of its 8% Senior Subordinated Notes due 2014 (the “New Subordinated Notes” and, together with the New Floating Rate Second Lien Notes and the New Fixed Rate Second Lien Notes, the “New Notes”) in integral multiples of $1,000, which have been offered in a transaction registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement of which the Prospectus is a part, for an equal principal amount of its outstanding $300,000,000 Floating Rate Second Priority Senior Secured Notes due 2011 (the “Old Floating Rate Second Lien Notes”), $200,000,000 6 7/8% Second Priority Senior Secured Notes due 2011 (the “Old Fixed Rate Second Lien Notes”) and $250,000,000 8% Senior Subordinated Notes due 2014 (the “Old Subordinated Notes” and, together with the Old Floating Rate Second Lien Notes and the Old Fixed Rate Second Lien Notes, the “Old Notes”), that were issued and sold in integral multiples of $1,000 in a transaction exempt from registration under the Securities Act.
The Exchange Offer is being made in order to satisfy certain obligations of MagnaChip Semiconductor contained in the Registration Rights Agreements (the “Registration Rights Agreements”) by and among MagnaChip Semiconductor, the Guarantors named therein, and UBS Securities LLC, Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc.
Briefly, you may either:
a. Tender all or some of your Old Notes, along with a completed and executed Letter of Transmittal, and receive New Notes in exchange; or
b. Retain your Old Notes.
All tendered Old Notes must be received on or prior to , 2005 at 5:00 p.m., New York City Time, (the “Expiration Date”), as shown in the accompanying Prospectus.
Please review the enclosed Letter of Transmittal and Prospectus carefully. If you have any questions on the terms of the Exchange Offer or questions regarding the appropriate procedures for tendering your Old Notes and the Letter of Transmittal, please call The Bank of New York at (212)-815-3687 or write The Bank of New York, Corporate Trust Operations—Reorganization Unit, 101 Barclay Street – 7 East, New York, N.Y., 10286, Attention: Mr. David Mauer.