GlobalFoundries Announce Pricing of $950 Million Secondary Offering of Ordinary Shares

GlobalFoundries Inc., one of the world’s leading semiconductor manufacturers, has announced the pricing of a secondary public offering of $950 million of its ordinary shares at a price to the public of $50.75 per share (including a $200 million share repurchase).

All of the shares in the offering are being offered by Mubadala Technology Investment Company (MTIC), a wholly owned subsidiary of Mubadala Investment Company, which along with its affiliates is the largest shareholder in GlobalFoundries.

MTIC has also granted the underwriters a 30-day option to purchase up to an additional $112.5 million of GlobalFoundries’ ordinary shares (equal to 15% of the initial ordinary shares being sold to the public) at the public offering price minus underwriting discounts and commissions. The offering is expected to close on 28 May 2024, subject to customary closing conditions.

GlobalFoundries is not selling any ordinary shares in the offering and will not receive any proceeds from the sale of the shares being offered by MTIC. It has agreed to concurrently repurchase from the underwriters $200 million of MTIC’s ordinary shares that are subject to the offering at a price per share equal to the public offering price for the offering.

Funding Share Repurchase

GlobalFoundries intends to fund the Share Repurchase with cash on its balance sheet and expects to close the deal simultaneously with the closing of the offering. The closing of the Share Repurchase is conditioned on the closing of the offering.

The closing of the offering is not conditioned on the closing of the Share Repurchase. The underwriters are not receiving any discount or commission with respect to the ordinary shares being repurchased by GlobalFoundries pursuant to the Share Repurchase.

Morgan Stanley & Co. LLC and BofA Securities are acting as book-running managers for the offering. Citigroup, Goldman Sachs & Co. LLC and J.P. Morgan are acting as active book-running managers for the offering. Deutsche Bank Securities, Evercore ISI and HSBC Securities (USA) Inc. are acting as additional book-running managers for the offering. Baird, Needham & Company, Raymond James, Wedbush Securities, Drexel Hamilton and Siebert Williams Shank are acting as co-managers for the offering.

The offering of these securities is being made only by means of a prospectus. A registration statement relating to these securities has been filed with the Securities and Exchange Commission (the SEC) and has become effective.

A preliminary prospectus supplement and accompanying prospectus relating to the offering has been filed, and a final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC.

GlobalFoundries is redefining innovation and semiconductor manufacturing by developing and delivering feature-rich process technology solutions that provide leadership performance in pervasive high growth markets.

It also offers a unique mix of design, development and fabrication services. With a talented and diverse workforce and an at-scale manufacturing footprint spanning the US, Europe and Asia, GF is a trusted technology source to its worldwide customers.