ICHOR HOLDINGS, LTD. (NASDAQ:ICHR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Acquisition of Cal-Weld, Inc.
On July27, 2017, Ichor Holdings, LLC, a Delaware limited liability company (“Ichor”), and a wholly-owned subsidiary of Ichor Holdings, Ltd. (the “Company”), entered into a Stock Purchase Agreement, by and among Ichor, Cal-Weld, Inc. (“Cal-Weld”), Richard A. Olazaba Revocable Trust u/d/t dated March9, 2011 (the “Seller”), and, with respect to Section9.14 therein only, Richard A. Olazaba (the “Stock Purchase Agreement”), to which Ichor acquired all of the issued and outstanding stock of Cal-Weld from the Seller (the “Acquisition”). The consideration paid by Ichor in connection with the Acquisition consists of $50 million in cash, subject to customary post-closing adjustments for net working capital, indebtedness, cash and transaction expenses as of the closing. The Stock Purchase Agreement contains customary representations, warranties, covenants and indemnification obligations of the parties. The Acquisition closed on July27, 2017.
The foregoing description of the Stock Purchase Agreement does not purpose to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
Amendment to Credit Agreement
On July27, 2017, Ichor and certain of its subsidiaries entered into the Second Amendment (the “Second Amendment”) to the Credit Agreement (the “Credit Agreement”) by and among Ichor, Ichor Systems, Inc., Precision Flow Technologies, Inc., Ajax-United Patterns& Molds, Inc. and Cal-Weld, as borrowers, Bank of America, N.A., as administrative agent, and the financial institutions party thereto, as lenders. The Credit Agreement governs the Company’s credit facility that includes a revolver and a term loan facility. The Second Amendment increased the amount available to the Company for borrowing under each of the revolver and the term loan facility by $20 million. Additionally, the Second Amendment decreased the applicable interest rate for borrowings under the term loan facility and revolving facility from Libor plus 400 basis points to leveraged-based pricing from Libor plus 200 to 250 basis points.
In order to finance the Acquisition, the Company borrowed $10 million under the revolver and $20 million under the term loan facility.
The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the Second Amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 1.01. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant. |
The information set forth under Item 1.01 under the heading “Amendment to Credit Agreement” is incorporated herein by reference.
| Item 1.01. | Regulation FD Disclosure. |
On July27, 2017, the Company issued a press release announcing the acquisition of Cal-Weld. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Item 1.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 1.01 of this Current Report on Form 8-K shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 1.01. | Financial Statements and Exhibits. |
(a) Financial statements of the business acquired.
The Company intends to file any financial statements that may be required by Item 1.01(a) of Form 8-K with respect to the Acquisition within 71 calendar days after the date that this Form 8-K was required to be filed to Item 1.01(a)(4) of Form 8-K.
(b) Pro forma financial information.
The Company intends to file any pro forma financial information required by Item 1.01(b) of Form 8-K with respect to the Acquisition within 71 calendar days after the date that this Form 8-K was required to be filed to Item 1.01(b)(2) of Form 8-K.
(d) Exhibits
| 2.1 | Stock Purchase Agreement, dated as of July27, 2017, by and among Ichor Holdings, LLC, Cal-Weld, Inc., Richard A. Olazaba Revocable Trust u/d/t dated March9, 2011, and, with respect to Section9.14 therein only, Richard A. Olazaba. |
| 10.1 | Second Amendment to the Credit Agreement, dated as of July27, 2017, by and among Ichor Holdings, LLC, Ichor Systems, Inc., Precision Flow Technologies, Inc., Ajax-United Patterns& Molds, Inc. and Cal-Weld, Inc., as borrowers, Bank of America, N.A., as administrative agent, and the financial institutions party thereto, as lenders. |
| 99.1 | Press Release dated July27, 2017. |
ICHOR HOLDINGS, LTD. ExhibitEX-2.1 2 d432903dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 STOCK PURCHASE AGREEMENT BY AND AMONG ICHOR HOLDINGS,…To view the full exhibit click here
About ICHOR HOLDINGS, LTD. (NASDAQ:ICHR)
Ichor Holdings, Ltd. is engaged in the design, engineering and manufacturing of fluid delivery subsystems for semiconductor capital equipment. The Company’s primary offerings include gas and chemical delivery subsystems, collectively known as fluid delivery subsystems. Its gas delivery systems consist of gas lines, each controlled by a series of mass flow controllers, regulators, pressure transducers and valves, and an integrated electronic control system. Its gas delivery subsystems are used in equipment for dry manufacturing processes, such as etch, physical vapor deposition, epitaxy and strip. Its chemical delivery subsystems are used to precisely blend and dispense reactive chemistries and colloidal slurries critical to the specific wet front-end process, such as wet clean, electro chemical deposition (ECD) and chemical-mechanical planarization (CMP). It manufactures various components for internal use in fluid delivery systems and for direct sales to its customers.