Business Context and Reporting Period
Company: TTM Technologies, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: April 18, 2018
Reporting Period: Events occurring on April 18, 2018.
On the Closing Date, TTM Technologies, Inc. completed the acquisition of Anaren Holding Corp. ("Anaren") and entered into a Fourth Amendment to its Term Loan Credit Agreement to facilitate the transaction.
Key Financial Metrics and Transaction Details
- Acquisition Consideration: Approximately $775.0 million in cash (subject to customary working capital and other adjustments).
- Debt Financing: The Company added a new $600.0 million incremental senior secured term loan facility (Incremental Facility) maturing in September 2024.
- Use of Proceeds: The Incremental Facility was funded on the Closing Date. Proceeds, combined with cash on hand, were used to fund the Purchase Price, repay Anaren's outstanding debt in full, and pay transaction fees and expenses.
- Collateral and Guarantees: The Incremental Facility is secured by significant domestic assets and a pledge of 65% of the voting stock of first-tier foreign subsidiaries. Domestic subsidiaries, including Anaren, serve as guarantors.
- Revenue and Profit: The filing text does not provide specific revenue, profit, or margin figures for the current period.
Material Changes Versus Prior Period
This filing represents a material change in the Company's capital structure and asset base due to:
- Balance Sheet Expansion: The addition of $600.0 million in new debt obligations.
- Asset Acquisition: Anaren became a wholly-owned subsidiary of TTM Technologies, Inc.
- Debt Repayment: Full repayment of Anaren's pre-existing outstanding debt using a portion of the acquisition funds.
Guidance, Outlook, and Risks
Management Commentary: The Company issued a press release (Exhibit 99.1) announcing the closing of the Incremental Facility and the Acquisition. The filing notes that the Incremental Facility terms are substantially similar to existing term loans.
Contingencies and Future Filings:
- Financial Statements: Historical financial statements for Anaren and pro forma financial information will be filed by amendment within 71 calendar days of the required filing date pursuant to Regulation S-X.
- Escrow: Certain amounts were held in escrow for the fulfillment of a post-closing purchase price adjustment, if any.
Risks: The filing does not explicitly list new risk factors beyond the standard obligations of the new debt facility and the integration of the acquired subsidiary.
Important Facts for Investor Verification
- Verify the final purchase price after customary working capital and other adjustments are calculated.
- Review the upcoming pro forma financial information (to be filed within 71 days) to assess the impact of the $600 million debt and Anaren's financials on TTM's leverage ratios.
- Confirm the specific terms of the Fourth Amendment to the Term Loan Credit Agreement (Exhibit 10.1) regarding covenants and interest rates.
- Monitor the status of the escrow amount held for potential post-closing purchase price adjustments.