Business Context and Reporting Period
This Form 6-K filing by LG.Philips LCD Co., Ltd. (LG Display) covers the month of April 2005, specifically dated April 12, 2005. The filing announces the Board of Directors' resolution to issue overseas convertible bonds to fund capital expenditures in Korea.
Key Financial Metrics and Transaction Details
| Metric | Value |
|---|---|
| Instrument Type | Zero coupon convertible bonds due 2010 |
| Aggregate Face Value (USD) | Up to USD 575 million (includes greenshoe option) |
| Aggregate Face Value (KRW) | Up to KRW 583,222.5 million |
| Coupon Rate | 0.00% |
| Exchange Rate Used | KRW 1,014.30 / USD 1.00 |
| Use of Proceeds | Capital expenditures in Korea |
| Target Market | Outside the United States (Regulation S) |
| Listing Exchange | Singapore Stock Exchange |
Material Changes and Transaction Structure
The filing details a significant capital raising event rather than operational performance changes. Key structural terms include:
- Maturity: Approximately April 19, 2010.
- Conversion Terms: Bonds are convertible into registered common shares. The conversion price is based on the closing stock price on April 12, 2005, plus a premium to be determined with bookrunners.
- Options:
- Put Option: Available to holders after 2.5 to 3 years from issuance.
- Call Option: Available to the company 3 years after issuance subject to conditions.
- Dividends: Converters are not entitled to dividends with record dates prior to conversion but will receive those with record dates on or after conversion.
Management Commentary and Risks
The Board of Directors approved the issuance on April 12, 2005, with four outside directors in attendance. The filing notes that specific terms such as the yield to maturity, exact conversion price, and number of shares to be issued are pending final discussions with bookrunners (Citigroup, Morgan Stanley, and UBS AG). The aggregate face value includes a USD 75 million greenshoe option, meaning the actual issuance amount may be adjusted.
Investor Verification Checklist
- Confirm the final conversion price and premium once agreed upon with bookrunners.
- Verify the actual issuance amount after the potential exercise of the greenshoe option.
- Monitor the impact of the zero-coupon structure on future interest expense recognition.
- Review the specific conditions required for the company to exercise the call option after 3 years.
- Check subsequent filings for the final listing details on the Singapore Stock Exchange.