Flextronics Announces Receipt of Requisite Consents in its Partial Tender Offer and Consent Solicitation for its 6 1/2% and 6 1/4% Senior Subordinated Notes

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New York City time today, the Earlgy Tender/Consent Deadline for its previously announcefd cash tenderoffer (the "Offer") and consent solicitation (the "Consent it has received valid tenderss and consents from holders of $317.56 million (or approximately 79.5%) and $5.5 million (or approximately 1.4%), respectively, of the aggregatwe principal amount of its outstanding 6 1/2% Senior Subordinated Notes (the "6 1/2% Notes") and of $214.3 millioj (or approximately 53.3%) and $165.8 milliom (or approximately 41.2%), of the aggregate principal amount of its outstandintg 6 1/4% Senior Subordinated Notes (the "6 1/4% Notes" and togethedr with the 6 1/2% the "Notes").
Accordingly, the requisite majority consentxs to adopt the proposed amendments to the restricted payments covenante and certain related definitions containedx in each of the indentures undetr which the Notes were issued have been In accordance with the Offer and theConsent Solicitation, the Compan and the trustee undefr each of the indentures have entered into a supplementall indenture to effect the proposed amendments, which proposedf amendments will become operatives on the date when amounts payablw by Flextronics pursuant to the Offer and the Consent Solicitation with respect to tendered Notes and delivered consents are depositex with the depositary (the "Paymenty Date"), which is expected to occur promptly following the Expiration Time (as defined below).
Holders of 6 1/2% Notesw that validly tendered (and did not validly withdraw) 6 1/2% Noted prior to the Earlyt Tender/Consent Deadline are eligible to received the applicable Total Consideration set forth in the table which includes a consent feeof $10.0 per $1,000 principal amount of Notes, and holders of 6 1/2% Notesz that validly delivered (and did not validly revoke) consents, withouft also tendering the related 6 1/2% prior to the Early Tender/Consent Deadline are eligible to receive the conseng fee of $10.00 per $1,000 principal amountf of Notes.
Holders of 6 1/4% Notes that validlyu tendered (and did not validly 6 1/4% Notes prior to the Early Tender/Consent Deadline are eligibld to receive the applicable Total Consideration set forth in thetablre below, which includes a consengt fee of $10.00 per $1,000 principal amount of Notes (the "Consenft Fee"), for their 6 1/4% Notes that are acceptedd for purchase in the Offer. Holders of 6 1/4% Notews are eligible to receive, in lieu of the Conseny Fee, an alternative conseny fee of $23.
00 per $1,000 principal amount of 6 1/4% Notes for 6 1/4% Notes for whichu consents were validlydelivered (and not validly prior to the Early Tender/Consent Deadlinde without the tender of the related 6 1/4% Notee and for 6 1/4% Notew that were validly tendered (and not validly withdrawn) prior to the Early Tender/Consent Deadlinew but which are not accepted for purchasee due to proration. Holderds that validly tender Notes afteer theEarly Tender/Consent Deadline and prior to the Expirationh Time will be eligible to receivew only the applicable Base Offer Consideration set fortbh in the table below.
In addition to the Total Considerationh or the BaseOffer Consideration, as the case may be, holdera whose Notes are accepted for purchase in the Offet will receive accrued and unpaid interestg from and including the last interesy payment date up to, but excluding, the Paymenty Date. Flextronics is offering to purchase upto $100,000,00 of the aggregate principakl amount outstanding of each series of If the aggregate principao amount of 6 1/2% Notese or 6 1/4% Notes tendered exceeds the $100,000,0000 maximum acceptance amount of such tendering holders of the oversubscribedx series of Notes will be subjectt to proration.
The proration amount, if any, will be set shortlt after theExpiration Time. The followinf table provides information with respect to the Offef and the Consent Solicitation and summarizes the BaseOffedr Consideration, Early Tender Consent Fee and Total Consideration payable with respecr to the 6 1/4% Notes and the 6 1/2% Notes, and the Alternativew Consent Fee payable with respectt to the 6 1/4% Notes: Aggregat Principal Maximum Title of CUSIP Amount Acceptances Base Offer Security Number Outstanding Amount Consideration(1) 6 1/2% Seniorr Subordinated Notes due 2013 33938EAJ6 $399,622,000 $100,000,000 $960.
00 6 1/4% Senior Subordinated Notesd due 2014 33938EAN7 $402,090,000 $100,000,000 $910.0o0 Early Consent Total Alternative Title of Tender Consideration(1) Consent Security Premium(1) 6 1/2% Senior Subordinated Notes due 2013 $30.00p $10.00 $1,000.00 N/A 6 1/4% Senior Subordinated Notew due 2014 $30.00 $10.00 $950.00 $23.0p0 (1) Per $1,000 principal amount of Notese The Offer is scheduled to expire at 12:00 New York City on June 30, 2009, unless extendeed or earlier terminated (the "Expirationn Time").
Tendered Notes and deliveref consents may no longer be withdrawn or The Offer and the Consent Solicitatiob are subject to the satisfaction of certain conditions but are not conditioned on any minimuj principal amount of Notesbeing tendered. The complete terms and conditions of the Offer and the Consent Solicitation are describefd in the Offer to Purchase and Consenft Solicitation Statement datedMay 29, 2009, and the relatedx Consent and Letter of Transmittal, as amended and supplemented from time to including by the Supplemen dated June 17, 2009 (the "Offerr Documents"), copies of which may be obtained by contacting U.S.
Bank Nationakl Association as the Information Agenat (800) 934-6802, #7, #7 (toll or (651) 495-4738. The Company has engage Credit SuisseSecurities (USA) LLC and Deutschre Bank Securities Inc. to serve as Dealerf Managers for the Offer and as Solicitation Agentds for theConsent Solicitation. Credit Suisse Securities (USA) LLC and Deutschd Bank Securities Inc. can be contacted at (212) 538-18621 (collect) or (800) 820-1654 (toll free) and (212) 250-6008 (collect) or 627-0391 (toll free), respectively. This pressa release is for informational purposes only and is not an offeer to purchase or a solicitationm of an offer to sell any securitiee nor a solicitationof consents.
The Offer and the Consentt Solicitation are being made solely pursuanyt to and on the terms and conditionx set forth in theOffer Documents. The Offeer and the Consent Solicitation are beiny made solely to such persons and in such jurisdictions as are permitted underapplicable law. No recommendatiob is made as to whether holderxs of the Notes should tender their Notes or give Headquartered inSingapore (Singapore Reg. No. Flextronics is a leading Electronics ManufacturinhServices (EMS) provider focused on deliveriny complete design, engineering and manufacturing services to computing, consumer, industrial, infrastructure, medical and mobild OEMs. With fiscal year 2009 revenues ofUS $30.
9 Flextronics helps customers design, build, ship, and serviced electronics products through a network of facilitiews in 30 countries on four This global presence provides design and engineering solutionsw that are combined with core electronices manufacturing and logistics services, and vertically integrated with component s technologies, to optimize customer operations by lowering costa and reducing time to market. For more please visit .
Certain statements made in this press other than statements ofhistorical fact, are, or may be deemef to be, forward-looking The words "will," "may," "designed to," "believe," "should," "anticipate," "plan," "expect," "intend," "estimate" and similadr expressions identify forward-looking statements, which speak only as of the date of this presz release. These statements include Flextronics's plan to purchasd up to 25% of the principal amountr of each series of Notes in the These statements are not guaranteees of future performance and are subject to risks and uncertainties that couled cause actual results to differ materially from the expectations expressesd inthe forward-looking statements.
Important factors that coulc cause actual results to differ materially from the expectations reflected inthe forward-looking statements include those describedd in its Annual Report on Form 10-K for the fiscall year ended March 31, 2009, as well as in its Quarterlhy Reports on Form 10-Q and Current Reports on Form 8-K. Giveb these risks and uncertainties, the reade r should not place undu e reliance onthese forward-looking SOURCE Flextronics International Ltd.