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SUNEDISON SEMICONDUCTOR LTD FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

June 2, 2014

Item 1.01 Entry Into a Material Definitive Agreement.

SunEdison Semiconductor Limited (the "Company") entered into the following agreements in connection with the completion of the Company's underwritten initial public offering of the Company's ordinary shares, no par value (the "IPO").

Separation Agreement

On May 27, 2014, the Company entered into a separation agreement with SunEdison, Inc. ("SunEdison"). The separation agreement governs certain pre-IPO transactions between SunEdison and the Company, as well as aspects of the relationship between SunEdison and the Company following the IPO which are not otherwise governed by the other agreements between the Company and SunEdison. The separation agreement provides further assurances and covenants between SunEdison and the Company to ensure that the separation of the Company's business from SunEdison is executed pursuant to the Company's intent and that commercially reasonable efforts are taken to do all things reasonably necessary to consummate and make effective the pre-IPO and post-IPO transactions. The separation agreement provides for mutually agreed exchange of information, confidentiality, dispute resolution methods and limitations of liability. The terms of the separation agreement are substantially similar to the terms set forth in the form of separation agreement filed as Exhibit 10.1 to the Company's Registration Statement on Form S-1 (No. 333-191052), originally filed with the Securities and Exchange Commission on September 9, 2013 and as amended (the "Registration Statement"). The foregoing summary of the separation agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the separation agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

CCZ and Diamond Coated Wire License Agreement

On May 27, 2014, the Company entered into a patent and technology license agreement with SunEdison regarding Czocharlski ("CCZ") silicon crystal growth and diamond coated wire intellectual property. The material terms of the agreement are discussed below and such description is substantially similar to the description of the CCZ and Diamond Coated Wire License Agreement set forth in the Registration Statement.

Under the agreement, SunEdison licenses to the Company and certain of its subsidiaries in the United States and Italy its U.S. and foreign patents and patent applications and its technology (including discoveries, conceptions, ideas, improvements, enhancements and inventions and data) relating to CCZ silicon crystal growth and diamond coated wire technology, provided that the Company's use of such licensed intellectual property is limited to the semiconductor industry and the production of semiconductor wafers. The agreement prohibits the Company from using the licensed intellectual property for the manufacture of polysilicon, the manufacture of materials used in the solar photovoltaic industry, or for balance of system hardware or software used in solar systems. Additionally, the agreement prohibits SunEdison from licensing the applicable intellectual property to any third party for use in the production of semiconductor wafers and similar uses in the semiconductor industry.

The licenses granted under the agreement are non-exclusive, perpetual, non-transferable (except in limited circumstances) royalty-free licenses within the territories of the United States and Italy. The Company generally is prohibited from granting sub-licenses of the intellectual property licensed to the Company under the agreement without the prior written consent of SunEdison, provided such consent may not to be unreasonably withheld, conditioned or delayed. However, the Company does not need prior written consent to grant sublicenses to certain of its vendors for purposes of the commercialization of the licensed intellectual property so long as such vendors have been used or otherwise approved by SunEdison, and, in the case of a sublicense granted in territories other than the United States and Italy, such sublicense is made at least one year after the effective date of the agreement. Unless otherwise agreed by SunEdison in its sole discretion, SunEdison exclusively own all improvements and other intellectual property developed by the Company with respect to the intellectual property licensed under the agreement. Any such improvements are included within the licensed intellectual property and subject to the license described above. The Company is obligated to share with SunEdison on a monthly basis all of its research and development, test results and performance data relating to its use of CCZ and diamond coated wire.

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The agreement has a term of five years, provided that the parties may mutually agree in writing to extend the term. The agreement may be terminated early by the parties' mutual written agreement. Either party may terminate the agreement if the other party commits a material breach of the agreement and fails to remedy such breach within 60 days after written notice from the non-breaching party. SunEdison may also terminate the agreement within 60 days of a third party obtaining a controlling interest in the Company. Under the agreement, "controlling interest" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the Company, whether through the ownership of voting securities, by contract or otherwise.

In the event of a termination other than for cause, the licenses granted to the Company under the agreement continue on a perpetual basis solely with respect to the licensed intellectual property in existence as of the time of such termination. However, in the event a third party active in the manufacture of polysilicon, the manufacture of solar products or related activities in the solar energy field gains a controlling interest in the Company, then SunEdison may terminate immediately all licenses under the agreement other than the license related to improvements to the licensed intellectual property, which license will be perpetual regardless of the manner in which the agreement is terminated or the termination of all other licenses.

If, as a result of any third party claim of infringement or misappropriation pertaining to any of the licensed intellectual property, the Company is enjoined from using the licensed intellectual property, or if SunEdison reasonably believes that the licensed intellectual property is likely to become the subject of a third party claim of infringement or misappropriation, SunEdison, at its option and expense, is permitted to (i) procure the right for the Company to continue to use the licensed intellectual property, (ii) replace or modify the licensed intellectual property so that it becomes non-infringing and remains functionally equivalent or (iii) terminate the license with respect to the affected intellectual property.

The agreement includes a non-competition covenant prohibiting the Company from engaging in any business or activity that is competitive with the business or activities of SunEdison, which includes the design, materials, processes, products, and procedures related to the generation, storage, transmission, distribution, control or monitoring of electrical power and electrical energy obtained from photovoltaic conversion of solar radiation and other renewable energy sources.

The Company agrees in the agreement to indemnify SunEdison and its affiliates and their respective employees, officers and directors for any liabilities or damages suffered by them arising out of (i) the Company's use of the licensed intellectual property and (ii) any use, sale or other disposition by the Company of products made by utilizing such licensed intellectual property. The terms of the CCZ and Diamond Coated Wire License Agreement are substantially similar to the terms set forth in the form of CCZ and Diamond Coated Wire License Agreement filed as Exhibit 10.2 to the Registration Statement. The foregoing summary of the CCZ and Diamond Coated Wire License Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the CCZ and Diamond Coated Wire License Agreement, a copy of which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

Patent and Technology Cross-License Agreement

On May 27, 2014, the Company entered into a patent and technology cross-license agreement with SunEdison. Under the agreement, the Company has agreed to license to SunEdison substantially all of its patents, patent applications, software, trade secrets, know-how and other intellectual property that have application in SunEdison's solar energy business, and SunEdison licenses to the Company substantially all of its patents, patent applications, software, trade secrets, know-how and other intellectual property that have application in the Company's semiconductor wafer business. The licensed intellectual property includes intellectual property within the applicable field of use that each party owns or has a right to grant an exclusive license under during the period from the closing of the IPO until the earlier of (i) the fifth anniversary of the closing of the IPO and (ii) a change in control of such party involving a competitor of the other party, provided that the Company's field of use is limited to the semiconductor industry and the production of semiconductor wafers. The intellectual property licensed by SunEdison to the Company under the agreement excludes all intellectual property related to CCZ and diamond coated wire, with . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 under the caption "Senior Secured Credit Facility" is incorporated herein by reference into this Item 2.03.

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Item 9.01 Financial Statements and Exhibits.

Exhibit Number Description 10.1 Separation Agreement, dated as of May 27, 2014, by and between SunEdison Semiconductor Limited and SunEdison, Inc. 10.2 CCZ and Diamond Coated Wire Licensing Agreement, dated as of May 27, 2014, by and between SunEdison Semiconductor Limited and SunEdison, Inc. 10.3* Patent and Technology Cross-License Agreement, dated as of May 27, 2014, by and between SunEdison Semiconductor Limited and SunEdison, Inc. 10.4 Transition Services Agreement, dated as of May 27, 2014, by and between SunEdison Semiconductor Limited and SunEdison, Inc. 10.5 Tax Matters Agreement, dated as of May 27, 2014, by and between SunEdison Semiconductor Limited and SunEdison, Inc. 10.6 Registration Rights Agreement, dated as of May 27, 2014, by and between SunEdison Semiconductor Limited and SunEdison, Inc. 10.7 Technology Joint Development and Rights Agreement, dated as of May 27, 2014, by and between SunEdison Semiconductor Limited and SunEdison, Inc. 10.8 Employment Agreement, dated as of May 28, 2014, by and between SunEdison Semiconductor Limited and Shaker Sadasivam 10.9 Registration Rights Agreement, dated as of May 29, 2014, by and between SunEdison Semiconductor Limited and Samsung Fine Chemicals Co., Ltd. 10.10 Registration Rights Agreement, dated as of May 29, 2014, by and between SunEdison Semiconductor Limited and Samsung Electronics Co., Ltd. 10.11 Joinder and Amendment Agreement to the Joint Venture Agreement, dated as of May 27, 2014, by and among Samsung Fine Chemicals Co., Ltd., SunEdison Products Singapore Pte. Ltd. and SunEdison Semiconductor B.V. 10.12 Credit Agreement, dated as of May 27, 2014, by and among SunEdison Semiconductor B.V., SunEdison Semiconductor Limited, Goldman Sachs Bank USA, Macquarie Capital (USA) Inc., Citibank, N.A. and Deutsche Bank AG New York Branch. 10.13 Form of indemnification agreement by and between SunEdison Semiconductor Limited and its directors and officers, previously filed as Exhibit 10.7 with SunEdison Semiconductor Limited's Amendment No. 5 to Form S-1 filed on April 15, 2014 (Reg. No. 333-191052) and incorporated herein by reference. 10.14 Form of Restricted Stock Unit Agreement pursuant to the SunEdison Semiconductor Limited 2014 Long-Term Incentive Plan, previously filed as Exhibit 10.13 with SunEdison Semiconductor Limited's Amendment No. 4 to Form S-1 filed on March 21, 2014 (Reg. No. 333-191052) and incorporated herein by reference. 10.15 Form of Stock Option Agreement pursuant to the SunEdison Semiconductor Limited 2014 Long-Term Incentive Plan, previously filed as Exhibit 10.22 with SunEdison Semiconductor Limited's Amendment No. 4 to Form S-1 filed on March 21, 2014 (Reg. No. 333-191052) and incorporated herein by reference.



* Certain portions have been omitted pursuant to a confidential treatment

request. Omitted information has been provided separately to the SEC.

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