TTM Technologies, Inc. (NASDAQ:TTMI) ("TTM") announced today the
early tender results as of 5:00 p.m., New York City time, on March
8, 2021 (the “Early Tender Deadline”) of its previously announced
tender offer (the "Tender Offer") to purchase for cash any and all
of its outstanding $375 million aggregate principal amount of
5.625% Senior Notes due 2025 (the “Notes”).
In connection with the Tender Offer, TTM also
announced the results as of the Early Tender Deadline of its
previously announced solicitation of consents (the "Consents") from
holders of the Notes (the "Consent Solicitation") to the proposed
amendment to the indenture, dated as of September 28, 2017,
governing the Notes (as amended or supplemented, the "Indenture"),
to shorten the minimum notice period for the optional redemption of
the Notes by TTM from 30 calendar days to three business days (the
“Proposed Amendment”).
The terms and conditions of the Tender Offer and
Consent Solicitation are described in an Offer to Purchase and
Consent Solicitation Statement, dated February 23, 2021 (the “Offer
to Purchase and Consent Solicitation Statement”).
The aggregate principal amount of Notes validly
tendered and not validly withdrawn at or prior to the Early Tender
Deadline (the "Early Tender Notes"), as well as the percentage of
the aggregate principal amount of Notes outstanding constituting
Early Tender Notes, is set forth in the columns entitled "Aggregate
Principal Amount of Early Tender Notes" and "Percentage of
Outstanding Principal Amount Tendered," respectively, in the table
below. The consideration being offered for any such Early Tender
Notes accepted for purchase in the Tender Offer and Consent
Solicitation is also set forth in the table below:
CUSIP/ISIN |
Outstanding Principal Amount |
Title of Notes |
Aggregate Principal Amount of Early Tender
Notes |
Percentage of Outstanding Principal Amount
Tendered |
Early
TenderPayment(1)(2) |
Tender
OfferConsideration(1)(3) |
TotalConsideration(1)(3) |
Regulation 144A Global Note:CUSIP: 87305RAH2ISIN:
US87305RAH21Regulation S Global Note:CUSIP: U8729LAB9ISIN:
USU8729LAB90IAI Global Note:CUSIP: 87305RAJ8ISIN: US87305RAJ86 |
US$375,000,000 |
5.625% Senior Notes due October 1, 2025 |
$247,186,000 |
65.92% |
$50.00 |
$979.30 |
$1,029.30 |
______(1) Per $1,000
principal amount of Early Tender Notes accepted for
purchase.(2) Included
in the Total Consideration for Early Tender Notes accepted for
purchase.(3) Does
not include accrued and unpaid interest that will be paid on the
Early Tender Notes accepted for purchase.
The Tender Offer and Consent Solicitation will
expire at Midnight, New York City time, at the end of March 22,
2021, unless extended or earlier terminated by TTM (the "Expiration
Date"). No tenders submitted after the Expiration Date will be
valid. Subject to the terms and conditions of the Tender Offer,
holders of the Early Tender Notes will receive the Total
Consideration set forth in the table above, which includes the
Early Tender Payment set forth in the table above. Holders of Notes
tendering their Notes after the Early Tender Deadline and prior to
the Expiration Date will only be eligible to receive the Tender
Offer Consideration set forth in the table above, which is the
Total Consideration less the Early Tender Payment.
The Early Settlement Date (as defined in the Offer
to Purchase and Consent Solicitation Statement) for the Early
Tender Notes is currently expected to be on March 10, 2021. Any
Notes validly tendered and related consents validly delivered after
the Early Tender Deadline may not be withdrawn or revoked, except
as required by law.
In addition, holders of all Notes validly tendered
and accepted for purchase pursuant to the Tender Offer will receive
accrued and unpaid interest on such Notes from the last interest
payment date with respect to such Notes to, but excluding, the
Early Settlement Date.
TTM’s obligations to accept Notes and Consents on
the Early Settlement Date are subject to, and conditioned upon, the
satisfaction or waiver of certain conditions described in the Offer
to Purchase and Consent Solicitation Statement, including, among
other things, TTM consummating the previously announced private
offering of $500 million in aggregate principal amount of its
4.000% senior notes due 2029 (the “New Debt Financing”) on terms
satisfactory to it, and having funds available therefrom, together
with cash on hand, that will allow it to purchase the Notes
pursuant to the Tender Offer.
In addition, because TTM received Consents in
respect of a majority of the aggregate principal amount of the
Notes then outstanding (the "Requisite Consents") as of the Early
Tender Deadline, TTM expects to execute and deliver a supplemental
indenture to the Indenture giving effect to the Proposed Amendment.
The Proposed Amendment is expected to become operative on the Early
Settlement Date, after which TTM intends to issue a notice of
redemption to redeem all of the Notes not purchased pursuant to the
Tender Offer and Consent Solicitation on the Early Settlement Date.
The redemption date with respect to such notice of redemption is
expected to be March 15, 2021.
This press release shall not constitute an offer to
sell or the solicitation of an offer to buy any securities, nor
shall there be any offer, solicitation or sale in any jurisdiction
in which such offer, solicitation or sale would be unlawful. This
press release shall not constitute a notice of redemption under the
Indenture or an obligation to issue a notice of redemption.
J.P. Morgan Securities LLC is the dealer manager
and solicitation agent (the "Dealer Manager") in the Tender Offer
and Consent Solicitation. D.F. King & Co. has been retained to
serve as both the depositary and the information agent (the
"Depositary and Information Agent") for the Tender Offer and
Consent Solicitation. Questions regarding the Tender Offer and
Consent Solicitation should be directed to J.P. Morgan Securities
LLC at (866) 834-2045 (Toll Free). Requests for copies of the Offer
to Purchase and Consent Solicitation Statement and other related
materials should be directed to D.F. King & Co. at
ttm@dfking.com (email), (866) 406-2283 (Toll Free) or (212)
269-5550 (banks and brokers).
None of TTM, its board of directors, the Dealer
Manager, the Depositary and Information Agent, the Trustee under
the Indenture, the Paying Agent under the Indenture or the
Registrar and Transfer Agent under the Indenture or any of TTM’s
affiliates, makes any recommendation as to whether holders of the
Notes should tender any Notes in response to the Tender Offer and
Consent Solicitation. The Tender Offer and Consent Solicitation are
made only by the Offer to Purchase and Consent Solicitation
Statement. The Tender Offer and Consent Solicitation are not being
made to holders of Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any jurisdiction in
which the Tender Offer and Consent Solicitation are required to be
made by a licensed broker or dealer, the Tender Offer and Consent
Solicitation will be deemed to be made on behalf of TTM by the
Dealer Manager or one or more registered brokers or dealers that
are licensed under the laws of such jurisdiction.
Forward-looking Statements
This release contains forward-looking statements
that relate to future events. TTM cautions you that such statements
are simply predictions and actual events or results may differ
materially. These statements reflect TTM’s current expectations,
and TTM does not undertake to update or revise these forward
looking statements, even if experience or future changes make it
clear that any projected results expressed or implied in this or
other TTM statements will not be realized. Further, these
statements involve risks and uncertainties, many of which are
beyond TTM’s control, which could cause actual results to differ
materially from the forward-looking statements. Statements related
to, among other things, the terms and timing for completion of the
Tender Offer and Consent Solicitation, including the acceptance for
purchase of any Notes validly tendered and any related Consents
validly delivered, the expected Early Tender Deadline, Expiration
Date and settlement dates thereof, and the satisfaction or waiver
of certain conditions of the Tender Offer and Consent Solicitation
and statements regarding the terms or timing of the New Debt
Financing and the redemption of the Notes, constitute
forward-looking statements. For a description of additional factors
that may cause TTM’s actual results, performance or expectations to
differ from any forward-looking statements, please review the
information set forth in the “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” sections of TTM’s public reports filed with the
Securities and Exchange Commission.
About TTM
TTM Technologies, Inc. is a leading global printed
circuit board manufacturer, focusing on quick-turn and volume
production of technologically advanced PCBs and backplane
assemblies as well as a global designer and manufacturer of
high-frequency radio frequency (RF) and microwave components and
assemblies. TTM stands for time-to-market, representing how TTM's
time-critical, one-stop manufacturing services enable customers to
shorten the time required to develop new products and bring them to
market.
Contact:
Sameer Desai,Senior Director, CorporateDevelopment
& Investor
Relationssameer.desai@ttmtech.com 714-327-3050
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