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United States securities and exchange commission logo
September 8, 2021
Jeff Worth
Vice President and General Counsel
GLOBALFOUNDRIES Inc.
400 Stonebreak Road Extension
Malta, NY 12020
Re: GLOBALFOUNDRIES
Inc.
Draft Registration
Statement on Form F-1
Filed August 9,
2021
CIK No. 0001709048
Dear Mr. Worth:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
DRS filed 8/9/2021
Prospectus Cover Page, page i
1. We note your disclosure
elsewhere in the prospectus that you will be
a controlled company
following the completion of the offering. Please include similar
disclosure on the cover
page of your prospectus.
Summary Consolidated Financial Data
Non-IFRS Reconciliations, page 18
2. We note that the
reconciling items titled (Gains) losses on transactions, legal settlements
and transaction
expenses may include offsetting adjustments and even on a net basis,
represents 37% of
Adjusted EBITDA. Please disclose the composition to such line item
Jeff Worth
FirstName LastNameJeffInc.
Worth
GLOBALFOUNDRIES
Comapany 8,
September NameGLOBALFOUNDRIES
2021 Inc.
September
Page 2 8, 2021 Page 2
FirstName LastName
to enable an investor to understand the nature of each component
impacting this
adjustment and to ensure that it does not include any costs that are
normal, recurring cash
operating expenses necessary to operate your business. Refer to
Question 100.01 of the
Division's Compliance and Disclosure Interpretations for Non-GAAP
Financial Measures.
The Cayman Islands Economic Substance Law may affect our operations., page 48
3. Please revise to clarify what this law entails and how it may affect
your business and
operations.
Use of Proceeds, page 56
4. We note your disclosure that you intend to use a portion of the
proceeds to
repay indebtedness. Please disclose in your Use of Proceeds section
the additional
information required by Instruction 4 to Item 504 of Regulation S-K.
Capitalization, page 58
5. Given the anticipated change in capitalization due to the conversion
of loans provided
under the loan facilities with Mubadala Investment Company PJSC to
additional paid-in
capital immediately prior to the consummation of this offering, please
tell us how you
considered providing a pro forma presentation of the affected line
items on the face of
your statement of financial position as well as pro forma loss per
share on the face of your
statements of operations and comprehensive loss, or providing such
disclosure elsewhere
in the prospectus. Refer to Rule 11-01(a)(8) of Regulation S-X.
6. Please expand the footnote pertaining to the anticipated conversion by
Mubadala
Investment Company PJSC of the Loan from shareholder under the loan
facilities with
Mubadala from 2012 to 2016 to additional paid-in capital immediately
prior to the
consummation of this offering to provide discussion of the anticipated
conversion. Such
information should include, but not be limited to, the number of
shares such loans are
converted into, the conversion price, and how the conversion ratio was
determined. Additionally, expand disclosure in your Dilution section
to give effect to
such conversion.
Strategic Repositioning, page 61
7. Please expand the fourth bullet to provide more specific details
regarding the disclosed
plan, particularly considering that it appears you have generated a
negative gross margin
percentage for each period presented.
Business, page 82
8. Please include a corporate organizational chart in your Business
section depicting your
structure following this offering. Clarify which entities are
organized in which countries,
including Mubadala, MTIC, and MTI International Investment Company
LLC. Include in
the chart the ownership and voting control of Mubadala and that of
public shareholders
Jeff Worth
GLOBALFOUNDRIES Inc.
September 8, 2021
Page 3
following completion of the offering.
Corporate Opportunity, page 135
9. Please amend your filing to provide relevant risk factor disclosure
related to the removal
of the corporate opportunity doctrine provisions from your charter,
including the conflicts
of interest that may result from the provision.
Consolidated Statements of Financial Position, page F-7
10. We note that you present the Loan from shareholder within equity at
December 31, 2020.
Further we note that such note is non-interest bearing and has no set
maturity date, with
principal repayment in whole or in part at your discretion. Please
provide to us a fulsome
analysis including specific terms of the agreement, used to determine
that equity
classification is appropriate as discussed in Note 32. Cite the
authoritative guidance that
you considered in arriving at your accounting treatment.
You may contact Effie Simpson at (202) 551-3346 or Mark Rakip at (202)
551-3573 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Sherry Haywood at (202) 551-3345 or Geoffrey Kruczek at (202) 551-3641
with any
other questions.
FirstName LastNameJeff Worth Sincerely,
Comapany NameGLOBALFOUNDRIES Inc.
Division of
Corporation Finance
September 8, 2021 Page 3 Office of
Manufacturing
FirstName LastName