Business Context and Reporting Period
Ultra Clean Holdings, Inc. filed this Form 8-K on July 3, 2012, to report the completion of a strategic acquisition. The company is incorporated in Delaware and operates from Hayward, California.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document confirms that the acquisition was funded, in part, by senior secured credit facilities established in connection with a commitment letter previously disclosed.
Material Changes
- Acquisition Completed: Ultra Clean finalized the acquisition of American Integration Technologies LLC ("American Integration") on July 3, 2012.
- Transaction Structure: The deal was executed via a Merger Agreement where a subsidiary of Ultra Clean merged with and into American Integration, which survived as a subsidiary of Ultra Clean.
- Related Agreements: The transaction included a Lockup and Standstill Agreement and a Registration Rights Agreement, previously filed on May 23, 2012.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future performance, or specific risk factors beyond the standard disclosure of the transaction completion. The primary focus is the regulatory disclosure of the merger closing under Regulation FD.
Investor Verification Checklist
- Verify the terms of the senior secured credit facilities used to fund the acquisition.
- Review the May 23, 2012 Form 8-K for details on the Merger Agreement, Lockup, and Registration Rights.
- Confirm the integration timeline and expected financial impact of American Integration in subsequent quarterly reports.