HAYWARD, Calif., Aug. 27, 2018 /PRNewswire/ -- Ultra Clean
Holdings, Inc. (Nasdaq: UCTT), a leading developer and supplier of
critical subsystems for the semiconductor and display capital
equipment industries, has completed its previously announced
acquisition of Quantum Global Technologies LLC. ("QGT") for
$342 million in cash, subject to
customary balance sheet adjustments. UCT funded the transaction and
refinanced its existing debt using cash on hand and net proceeds
from a new $350 million Term Loan and
a $65 million Revolving Credit
Facility.
"We are very excited about the combination of UCT and QGT as it
creates a premier supplier of enhanced offerings, services and
capabilities to the semiconductor market, enabling us to better
serve our combined IDM and OEM global customer base," said
Jim Scholhamer, CEO. "Our leadership
team is committed to ensuring a smooth transition and we are
confident our increased scale will extend our leadership position
and provide an excellent platform for profitable growth."
As of June 29, 2018, pro forma
combined revenue, net income and Adjusted EBITDA, on an LTM basis
for UCT and QGT was $1.3 billion,
$105 million and $167 million respectively. As of June 29, 2018, UCT's pro forma Total
Debt/Adjusted EBITDA was 2.2x and pro forma Net Debt/Adjusted
EBITDA was 1.5x (on an LTM basis after taking into account QGT
indebtedness that will be repaid in connection with the closing of
the transaction).
Barclays served as lead bookrunner for the acquisition
financing. Needham & Company, LLC served as financial advisor
to UCT and Davis Polk served as
UCT's legal advisor. Cowen served as financial advisor to QGT and
Fox Rothschild LLP served as QGT's legal advisor.
About Ultra Clean Holdings, Inc.
Ultra Clean Holdings, Inc. is a leading developer and supplier
of critical subsystems for the semiconductor and display capital
equipment industries. Ultra Clean offers its customers an
integrated outsourced solution for major subassemblies, improved
design-to-delivery cycle times, design for manufacturability,
prototyping and component manufacturing. Ultra Clean is
headquartered in Hayward,
California. Additional information is available at
www.uct.com.
About Quantum Global Technologies, LLC.
QGT is a leading provider of ultra-high purity outsourced parts
cleaning (OPC), process tool part recoating, surface treatment and
analytical services to the semiconductor and related industries.
With 1,800 employees in 19 Advanced Technology Cleaning Centers and
5 analytical testing laboratories located in 8 countries, QGT
provides Process Improvement Through Consistently Cleaner PartsĀ®
that meet today's demanding sub-10nm requirements. QGT's objective
is to allow its customers to focus on their core, profit-making
competencies while reducing costs and removing uncertainties from
their processes. QGT is headquartered in Quakertown, Pennsylvania.
Non-GAAP Financial Measures
This release and the accompanying tables include a discussion of
Pro Forma Adjusted EBITDA for UCT and QGT, which is a non-GAAP
financial measure that is provided as a complement to results
provided in accordance with accounting principles generally
accepted in the United States of
America ("GAAP"). We define "Adjusted EBITDA" as net income
(loss) plus provision for (benefit from) taxes, interest expense,
other expense (income), depreciation expense, amortization expense,
stock-based compensation expense, and other infrequent or unusual
items.
Non-GAAP measures should be considered in addition to results
prepared in accordance with GAAP, but should not be considered a
substitute for, or superior to, GAAP results. In addition, the
definition of Adjusted EBITDA used in this press release may not be
comparable to the definitions as reported by other companies.
We believe Adjusted EBITDA is relevant and useful information
because it provides UCT and investors with additional measurements
to analyze past operating performance and enterprise value. The
unaudited Pro Forma Adjusted EBITDA financial information is not
necessarily indicative of the results of income in future periods
or the results that actually would have been realized had UCT and
QGT been a combined company during the specified period.
A reconciliation of pro forma-Adjusted EBITDA to pro forma net
income is provided in the accompanying table.
Forward-looking Language
This press release contains, or may be deemed to contain,
"forward-looking statements" (as defined in the US Private
Securities Litigation Reform Act of 1995) which reflect our current
views with respect to future events and financial performance.
Words such as "anticipates," "projection", "forecast", "believes,"
"plan," "expect," "future,"' "intends," "may," "will," "should,"
"estimates," "predicts," and similar expressions are used to
identify these forward-looking statements. Forward looking
statements included in this press release include, without
limitation, future financial and operating results, and benefits of
the transaction and future opportunities for the combined company.
Forward-looking statements are subject to known and unknown risks
and uncertainties that could cause actual results to differ
materially from those expressed or implied by such statements.
There are a number of important factors that could cause actual
results or events to differ materially from those indicated by such
forward-looking statements, including: (1) the ability of UCT to
successfully integrate Quantum's operations and employees; (2)
unexpected costs, charges or expenses resulting from the
transaction; (3) UCT's ability to successfully grow its or
Quantum's business; (4) potential adverse reactions or changes to
business relationships resulting from the completion of the
transaction; (5) the retention of key employees, customers or
suppliers; and (6) legislative, regulatory and economic
developments, including changing business conditions in the
semiconductor industry markets overall or the economy in general.
These risks and other factors also include, among others, those
identified in "Risk Factors," "Management's Discussion and Analysis
of Financial Condition and Results of Operations'' and elsewhere in
UCT's Form 10-K, Forms 10-Q and other reports and statements filed
with the Securities and Exchange Commission. Forward-looking
statements are made and based on information available to the
company on the date of this press release. The company assumes no
obligation to update the information in this press release.
Contact:
Rhonda Bennetto
Investor Relations
(250) 370-9030
rbennetto@uct.com
Unaudited
Reconciliation of Pro Forma Combined GAAP Net Income to Pro Forma
Combined Adjusted EBITDA
|
LTM ended
6/29/2018
|
|
|
|
|
($ in
millions)
|
|
|
|
|
|
|
UCT
|
QGT
|
Pro Forma
Combined
|
GAAP Net
Income
|
|
$
84
|
$
20
|
$
105
|
Provision for
Taxes
|
|
10
|
2
|
11
|
Interest and Other
Expense, net
|
|
1
|
8
|
9
|
Depreciation
|
|
5
|
13
|
18
|
Amortization
|
|
5
|
2
|
8
|
Stock-Based
Compensation
|
|
10
|
1
|
12
|
Other Non-recurring
Items
|
|
2
|
2
|
5
|
Adjusted
EBITDA
|
|
$
118
|
$
49
|
$
167
|
|
|
|
|
|
Unaudited Combined
Pro Forma Revenue
|
|
LTM ended
6/29/2018
|
|
|
|
|
($ in
millions)
|
|
|
|
|
|
|
UCT
|
QGT
|
Pro Forma
Combined
|
Revenue
|
|
$ 1,097
|
$ 231
|
$
1,327
|
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SOURCE Ultra Clean Holdings, Inc.