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DEBT AND OTHER OBLIGATIONS
6 Months Ended
Mar. 31, 2012
DEBT AND OTHER OBLIGATIONS

NOTE 5: DEBT AND OTHER OBLIGATIONS

 

The following table reflects debt consisting of Convertible Subordinated Notes as of March 31, 2012 and October 1, 2011:

 

                    As of  
Rate     Payment date of each year   Conversion price   Maturity date     March 31, 2012   October 1, 2011  
                    (in thousands)  
  0.875 %   June 1 and December 1   $14.36     June 1, 2012   $ 110,000   $ 110,000  
                                 
        Debt discount on 0.875% Convertible Subordinated Notes due June 2012      (1,205)     (4,776 )
                      $ 108,795   $ 105,224  

 

The following table reflects the estimated fair value of the Company’s Convertible Subordinated Notes as of March 31, 2012 and October 1, 2011:

 

    Fair value as of (1)  
Description   March 31, 2012     October 1, 2011  
    (in thousands)  
0.875% Convertible Subordinated Notes   $ 108,966     $ 109,450  

 

(1) In accordance with ASC 820, the Company relies upon observable market data such as its common stock price, interest rates, and other market factors in establishing fair value.

 

The following table reflects amortization expense related to issue costs from the Company’s Convertible Subordinated Notes for the three and six months ended March 31, 2012 and April 2, 2011:

 

    Three months ended     Six months ended  
(in thousands)   March 31, 2012     April 2, 2011     March 31, 2012     April 2, 2011  
Amortization expense related to issue costs   $ 151     $ 141     $ 298     $ 279  

 

0.875% Convertible Subordinated Notes

 

Holders of the 0.875% Convertible Subordinated Notes may convert their notes based on an initial conversion rate of approximately 69.6621 shares per $1,000 principal amount of notes (equal to an initial conversion price of approximately $14.355 per share) only under specific circumstances. The initial conversion rate will be adjusted for certain events. The Company presently intends to repay the 0.875% Convertible Subordinated Notes with cash up to the principal amount of the 0.875% Convertible Subordinated Notes and, with respect to any excess conversion value, with shares of its common stock. The Company has the option to elect to satisfy the conversion obligations in cash, common stock or a combination thereof.

 

The 0.875% Convertible Subordinated Notes are not redeemable at the Company’s option. Holders of the 0.875% Convertible Subordinated Notes do not have the right to require the Company to repurchase their 0.875% Convertible Subordinated Notes prior to maturity except in connection with the occurrence of certain fundamental change transactions. The 0.875% Convertible Subordinated Notes may be accelerated upon an event of default as described in the Indenture and will be accelerated upon bankruptcy, insolvency, appointment of a receiver and similar events with respect to the Company.

 

The Company adopted ASC No. 470.20, Debt, Debt with Conversion Options, which requires that issuers of convertible debt that may be settled in cash upon conversion record the liability and equity components of the convertible debt separately. The liability component of the Company’s 0.875% Convertible Subordinated Notes is classified as debt and the equity component of the 0.875% Convertible Subordinated Notes is classified as common stock on the Company’s Consolidated Balance Sheets.

 

Credit Facility

 

On April 4, 2011, Kulicke & Soffa Pte. Ltd. (“Pte”), the Company’s wholly owned subsidiary, entered into a Short Term Credit Facilities Agreement (the “Facilities Agreement”) with DBS Bank Ltd. (“DBS Bank”). In accordance with the Facilities Agreement, DBS Bank has agreed to make available to Pte the following banking facilities:

 

(i) a short-term loan facility of up to $12.0 million (the “STL Facility”); and

(ii) a revolving credit facility of up to $8.0 million (the “RC Facility”).

 

The STL Facility was an uncommitted facility, and therefore, was cancellable by DBS Bank at any time in its sole discretion. Borrowings under the STL Facility bore interest at the Singapore Interbank Offered Rate (“SIBOR”) plus 1.5%. The RC Facility was a committed facility and was available to Pte until September 10, 2013, the maturity date. Borrowings under the RC Facility bore interest at SIBOR plus 2.5%. The Facilities Agreement was entered into in order to provide support, if needed, to fund Pte’s working capital requirements. Pte did not have any borrowings under the Facilities Agreement.

 

The Facilities Agreement and related debenture dated April 4, 2011 replaced the facilities agreement and related debenture by and between Kulicke and Soffa Global Holding Corporation, a wholly-owned subsidiary of the Company, and DBS Bank Ltd. (Labuan Branch), entered into on September 29, 2010, which were terminated as of April 4, 2011. There were no borrowings under this facilities agreement.

 

On March 7, 2012, Pte notified the DBS Bank to cancel the STL Facility and the RC Facility. The STL Facility and the BC Facility were subsequently cancelled in accordance with the terms of the Facilities Agreement and on April 17, 2012, the related debenture was discharged.