TTM TECHNOLOGIES, INC. (NASDAQ:TTMI) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
In connection with the completion of the Acquisition (as defined and discussed below in Item 1.01), on April18, 2018 (the “Closing Date”),TTM Technologies, Inc. (the “Company”) entered into a Fourth Amendment (the “Fourth Amendment”) to the Term Loan Credit Agreement (the “TLB Agreement”) dated as of May31, 2015, as amended by the First Amendment, dated as of September27, 2016, the Second Amendment, dated as of September28, 2017, and the Third Amendment, dated as of December8, 2017, among the Company, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents thereto. to the Fourth Amendment, the TLB Agreement was amended to (i)add a new $600.0million incremental senior secured term loan facility that matures in September 2024 (the “Incremental Facility”) on terms and conditions substantially similar to the existing term loans under the TLB Agreement and (ii)make certain other changes to the TLB Agreement. On the Closing Date, the Incremental Facility was funded in connection with the completion of the Acquisition, and the proceeds were used as discussed below in Item 1.01.
Consistent with the existing loans under the TLB Agreement, the Incremental Facility is secured by a significant amount of the domestic assets of the Company and a pledge of 65% of the voting stock of the Company’s first tier foreign subsidiaries. Other than specified immaterial domestic subsidiaries, each of the Company’s direct and indirect, existing and future, domestic subsidiaries, including Anaren after the closing of the Acquisition (as defined below), are guarantors under the Incremental Facility.
A copy of the Fourth Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”) and incorporated herein by reference thereto. The foregoing summary of the amendments to the TLB Agreement to the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the TLB Agreement as amended by the Fourth Amendment.
Section2 – Financial Information
| Item 1.01. | Completion of Acquisition or Disposition of Assets. |
On the Closing Date, to the terms of the Stock Purchase Agreement, dated December1, 2017, by and among the Company, Anaren Holdings LLC, a Delaware limited liability company (the “Seller”), and Anaren Holding Corp., a Delaware corporation and a direct, wholly-owned subsidiary of the Seller (“Anaren”), the Company completed its previously announced acquisition of all of the issued and outstanding shares of common stock ofAnaren (the “Acquisition”). As a result of the Acquisition, Anaren became a wholly-owned subsidiary of the Company.
The consideration paid by the Company was approximately $775.0million in cash, subject to customary working capital and certain other adjustments (the “Purchase Price”).On the Closing Date, a portion of the Purchase Price was used to repay in full Anaren’s outstanding debt, with the remaining portion of the Purchase Price paid to Seller (less certain amounts paid for certain transaction expenses and to be held in escrow for the fulfillment of a post-closing purchase price adjustment, if any). The Company used a combination of cash on hand and the $600million of borrowings under the Incremental Facility to fund the Purchase Price and pay fees and expenses related to the Acquisition.
The foregoing description of the Acquisition does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Stock Purchase Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on December4, 2017, and which is incorporated herein by reference.
| Item 1.01. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosures above under Item 1.01 of this Report are also responsive to this Item 1.01 and are hereby incorporated by reference into this Item 1.01.
Section7 – Regulation FD
| Item 1.01. | Regulation FD Disclosure. |
On April18, 2018, the Company issued a press release announcing the closing of the Incremental Facility and the Acquisition (the “Closing Press Release”). A copy of the Closing Press Release is furnished with this Report as Exhibit 99.1 and is incorporated herein by reference.
Certain Information
The information furnished in this Item 1.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Section9 – Financial Statements and Exhibits
| Item 1.01. | Financial Statements and Exhibits. |
| (a) | Financial Statements of Business Acquired. |
The Company will file by amendment to this Report, within 71 calendar days of the date on which this Report was required to be filed, the historical financial statements with respect to Anaren required to be filed as part of this Report to Regulation S-X.
| (b) | Pro Forma Financial Information. |
The Company will file by amendment to this Report, within 71 calendar days of the date on which this Report was required to be filed, the historical pro forma financial information with respect to Anaren required to be filed as part of this Report to Regulation S-X.
EXHIBIT INDEX
|
Exhibit Number |
Description |
| 2.1* | Stock Purchase Agreement, dated as of December 1, 2017, by and among Anaren Holdings LLC, Anaren Holding Corp., and TTM Technologies, Inc. |
| 10.1 | Fourth Amendment to Term Loan Credit Agreement, by and among TTM Technologies, Inc., as Borrower, the several Lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Barclays Bank PLC, as Syndication Agent, Deutsche Bank Securities Inc. and Sun Trust Bank, as Co-Documentation Agents, and Sun Trust Bank, as participant, dated as of April18, 2018. |
| 99.1 | Press Release dated April18, 2018. |
| * | Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated December4, 2017. |
TTM TECHNOLOGIES INC ExhibitEX-10.1 2 d572213dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 FOURTH AMENDMENT AND INCREASED FACILITY ACTIVATION NOTICE FOURTH AMENDMENT,…To view the full exhibit click here
About TTM TECHNOLOGIES, INC. (NASDAQ:TTMI)
TTM Technologies, Inc. is a manufacturer of printed circuit board (PCB) products and is focused on technologically advanced PCBs and electro-mechanical solutions (E-M Solutions). The Company operates approximately 30 specialized facilities in the United States, the People’s Republic of China (China), Canada and Mexico. The Company’s operating segments include PCB, which consists of approximately 15 domestic PCB fabrication plants, including a facility that provides follow-on value-added services primarily for one of the PCB fabrication plants; over eight PCB fabrication plants in China and one in Canada, and E-M Solutions, which consists of approximately four custom electronic assembly plants; over three in China and one in Mexico. It serves a range of customer base, including manufacturers of networking/communications infrastructure products, smartphones and touchscreen tablets, as well as the aerospace and defense, computing and industrial/medical industries.