TTM Announces Completion of $500 Million Note Offering and Early Settlement of Tender Offer
March 10 2021 - 4:05PM
TTM Technologies, Inc. (NASDAQ:TTMI) ("TTM") announced today the
completion of its previously announced private offering of $500
million in aggregate principal amount of its 4.000% senior notes
due 2029 (the “Notes”) in a private offering exempt from
registration under the Securities Act of 1933, as amended (the
“Securities Act”). The Notes are senior unsecured obligations of
TTM and are guaranteed by TTM’s subsidiaries that guarantee its
obligations under its term loan due September 2024 and its U.S.
asset-based revolving credit facility (the “U.S. ABL Facility”),
subject to certain exceptions. TTM also announced today the early
settlement of its cash tender offer (the “Tender Offer”) for any
and all of TTM’s outstanding 5.625% Senior Notes due 2025 (the
“Existing Notes”).
Pursuant to early settlement of the Tender Offer, TTM accepted
for purchase today an aggregate principal amount of $247,186,000,
representing approximately 65.92%, of the Existing Notes. In
connection with the Tender Offer, TTM received consents in respect
of a majority of the aggregate principal amount of the Existing
Notes approving an amendment to the indenture governing the
Existing Notes to shorten the minimum notice period for the
optional redemption of the Existing Notes by TTM from 30 calendar
days to three business days. As a result, TTM also today called for
the optional redemption of all Existing Notes that remain
outstanding following the early settlement of the Tender Offer,
with an expected redemption date of March 15, 2021 (the
“Redemption”).
TTM used a portion of the net proceeds from the offering of the
Notes to fund the early settlement of the Tender Offer, and intends
to use the remaining net proceeds to (i) fund in full the
Redemption, (ii) repay the full amount outstanding under the U.S.
ABL Facility (but not terminate the commitments thereunder) and
(iii) pay related premiums, fees and expenses. TTM intends to use
any unused portion of such remaining net proceeds for general
corporate purposes.
The Notes and the related guarantees were offered and sold
solely to persons reasonably believed to be qualified institutional
buyers in reliance on Rule 144A under the Securities Act or outside
the United States to non-U.S. persons in compliance with Regulation
S under the Securities Act. The Notes and the related guarantees
have not been and will not be registered under the Securities Act
or the securities laws of any other jurisdiction and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and applicable state securities or blue sky laws and
foreign securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any Notes, nor shall there be any
sales of the Notes in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
This press release is not an offer to purchase or the solicitation
of an offer to sell any of the Existing Notes. The Tender Offer
referenced herein is being made only by and pursuant to the terms
of the applicable Offer to Purchase and Consent Solicitation
Statement. The statements in this press release with respect to the
redemption of the Existing Notes do not constitute a notice of
redemption under the indenture governing the Existing Notes. Any
such notice has or will be sent to holders of Existing Notes only
in accordance with the provisions of such indenture.
Forward-looking StatementsThis 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, timing and
consummation of the Tender Offer and any redemptions of the
Existing Notes, and potential changes in market conditions
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 TTMTTM 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.
ContactSameer DesaiSenior Director, Corporate
Development & Investor
Relationssameer.desai@ttmtech.com714-327-3050
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