Date of report (Date of earliest event reported): February 15, 2013
|
||
ULTRA CLEAN HOLDINGS, INC.
|
||
(Exact Name of Registrant
as Specified in Charter)
|
||
Delaware
|
||
(State or Other Jurisdiction of Incorporation)
|
||
000-50646
|
61-1430858
|
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
26462 CORPORATE AVENUE,
HAYWARD, CA
|
94545
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
|
Registrant’s telephone number, including area code: (510) 576-4400
|
||
n/a
|
||
(Former Name or Former Address, if Changed Since Last Report)
|
o
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
o
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
o
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
o
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
·
|
The Company must maintain a minimum consolidated fixed charge coverage ratio (as defined in the Credit Agreement, as amended), measured over the preceding four fiscal quarters, as follows:
|
Four Fiscal Quarter Period Ending on or about
|
Consolidated Fixed Charge Coverage Ratio
|
September 26, 2014
|
1.10 to 1.00
|
December 26, 2014
|
1.10 to 1.00
|
March 27, 2015 and thereafter
|
1.25 to 1.00
|
|
·
|
The Company must maintain a maximum consolidated leverage ratio (as defined in the Credit Agreement, as amended), measured over the preceding four fiscal quarters as follows:
|
Fiscal quarter ending
|
Consolidated Leverage Ratio
|
September 26, 2014
|
4.00 to 1.00
|
December 26, 2014
|
3.75 to 1.00
|
March 27, 2015
|
3.75 to 1.00
|
June 26, 2015
|
3.75 to 1.00
|
September 25, 2015
|
3.75 to 1.00
|
December 25, 2015, and thereafter
|
3.25 to 1.00
|
|
·
|
The Company must maintain minimum domestic cash (as defined in the Credit Agreement, as amended) of $15.0 million as of the last day of any fiscal quarter and $10.0 million as of the last day of any other fiscal month, from January 25, 2013 and thereafter.
|
|
·
|
The Company must maintain a minimum consolidated quick ratio (as defined in the Credit Agreement, as amended) of 1.10 to 1.00 as of the end of each fiscal month, from January 25, 2013 and thereafter.
|
|
·
|
The Company must maintain minimum consolidated adjusted EBITDA (as defined in the Credit Agreement, as amended), measured over the preceding two quarters as follows:
|
Two Fiscal Quarter Period Ending on or about
|
Minimum Consolidated Adjusted EBITDA
|
December 28, 2012
|
$3,500,000
|
March 29, 2013
|
$2,500,000
|
June 28, 2013
|
$3,000,000
|
September 27, 2013
|
$4,000,000
|
December 27, 2013
|
$6,000,000
|
March 28, 2014
|
$7,000,000
|
June 27, 2014 and thereafter
|
$8,000,000
|
Exhibit
No.
|
|
Exhibit Description
|
10.1
|
|
Amendment and Waiver Agreement among the Company, certain of the Company’s subsidiaries, Silicon Valley Bank and the several other banks and financial institutions or entities party thereto.
|
ULTRA CLEAN HOLDINGS, INC.
|
||||||
Date:
|
February 22, 2013
|
By:
|
/s/ Kevin C. Eichler
|
|||
Name:
|
Kevin C. Eichler
|
|||||
Title:
|
Chief Financial Officer
|
Exhibit
No.
|
|
Exhibit Description
|
10.1
|
|
Amendment and Waiver Agreement among the Company, certain of the Company’s subsidiaries, Silicon Valley Bank and the several other banks and financial institutions or entities party thereto.
|
Four Fiscal Quarter Period Ending
on or about
|
Consolidated Fixed Charge Coverage Ratio
|
September 26, 2014
|
1.10 to 1.00
|
December 26, 2014
|
1.10 to 1.00
|
March 27, 2015 and thereafter
|
1.25 to 1.00
|
Fiscal Quarter Ending
|
Consolidated Leverage Ratio
|
September 26, 2014
|
4.00:1.00
|
December 26, 2014
March 27, 2015
|
3.75:1.00
3.75:1.00
|
June 26, 2015
September 25, 2015
December 25, 2015, and thereafter
|
3.75:1.00
3.75:1.00
3.25:1.00
|
Two Fiscal Quarter Period Ending
on or about
|
Minimum Consolidated Adjusted
EBITDA
|
December 28, 2012
|
$3,500,000
|
March 29, 2013
|
$2,500,000
|
June 28, 2013
|
$3,000,000
|
September 27, 2013
|
$4,000,000
|
December 27, 2013
|
$6,000,000
|
March 28, 2014
|
$7,000,000
|
June 27, 2014 and thereafter
|
$8,000,000
|
SILICON VALLEY BANK,
|
|||
as Administrative Agent
|
|||
By:
|
/s/ Alexis Coyle | ||
Name:
|
Alexis Coyle | ||
Title:
|
Director | ||
SILICON VALLEY BANK,
|
|||
as a Lender, Swingline Lender
|
|||
and Issuing Lender
|
|||
By:
|
/s/ Alexis Coyle | ||
Name:
|
Alexis Coyle | ||
Title:
|
Director | ||
U.S. BANK NATIONAL ASSOCIATION,
|
|||
as a Lender
|
|||
By:
|
/s/ Matthew D. Murray | ||
Name:
|
Matthew D. Murray | ||
Title:
|
Vice President | ||
HSBC BANK USA, N.A.,
|
|||
as a Lender
|
|||
By:
|
|||
Name:
|
|||
Title:
|
|||
THE HONG KONG AND SHANGHAI
|
|||
BANKING CORPORATION LIMITED,
|
|||
SINGAPORE BRANCH,
|
|||
as a Lender
|
|||
By:
|
|||
Name:
|
|||
Title:
|
|||
ULTRA CLEAN TECHNOLOGY SYSTEMS
|
|||
AND SERVICE, INC.,
|
|||
as a Borrower
|
|||
By:
|
/s/ Kevin C. Eichler | ||
Name:
|
Kevin C. Eichler | ||
Title:
|
Chief Financial Officer | ||
ULTRA CLEAN ASIA PACIFIC PTE. LTD.,
|
|||
as a Borrower
|
|||
By:
|
/s/ Kevin C. Eichler | ||
Name:
|
Kevin C. Eichler | ||
Title:
|
Chief Financial Officer | ||
AMERICAN INTEGRATION
|
|||
TECHNOLOGIES LLC,
|
|||
as a Borrower
|
|||
By:
|
/s/ Kevin C. Eichler | ||
Name:
|
Kevin C. Eichler | ||
Title:
|
Chief Financial Officer | ||
ULTRA CLEAN HOLDINGS, INC.,
|
|||
as Holdings
|
|||
By:
|
/s/ Kevin C. Eichler | ||
Name:
|
Kevin C. Eichler | ||
Title:
|
Chief Financial Officer |
ULTRA CLEAN TECHNOLOGIES SYSTEMS AND SERVICE, INC.
|
|||
By:
|
/s/ Kevin C. Eichler | ||
Name:
|
Kevin C. Eichler | ||
Title:
|
Chief Financial Officer | ||
AMERICAN INTEGRATION TECHNOLOGIES LLC
|
|||
By:
|
/s/ Kevin C. Eichler | ||
Name:
|
Kevin C. Eichler | ||
Title:
|
Chief Financial Officer | ||
UCT SIEGER ENGINEERING LLC
|
|||
By:
|
/s/ Kevin C. Eichler | ||
Name:
|
Kevin C. Eichler | ||
Title:
|
Chief Financial Officer | ||
INTEGRATED FLOW SYSTEMS LLC
|
|||
By:
|
/s/ Kevin C. Eichler | ||
Name:
|
Kevin C. Eichler | ||
Title:
|
Chief Financial Officer | ||
ULTRA CLEAN HOLDINGS, INC.
|
|||
By:
|
/s/ Kevin C. Eichler | ||
Name:
|
Kevin C. Eichler | ||
Title:
|
Chief Financial Officer |
I.
|
Section 7.1(a) — Consolidated Fixed Charge Coverage Ratio. The “Subject Period” for purposes of this Section I means the four fiscal quarter period ending on the Statement Date
|
||||
A.
|
Consolidated Adjusted EBITDA for the Subject Period:
|
||||
1.
|
Consolidated Net Income for the Subject Period:
|
$
|
|||
2.
|
Consolidated Interest Expense for the Subject Period:
|
$
|
|||
3.
|
Provision for income taxes for the Subject Period:
|
$
|
|||
4.
|
Depreciation expenses for the Subject Period:
|
$
|
|||
5.
|
Amortization expenses for the Subject Period:
|
$
|
|||
6.
|
Costs and expenses relating to the Transactions incurred on or prior to August 31, 2012 not in excess of $5,000,000 in the aggregate:
|
$
|
|||
7.
|
Other non-cash items reducing Consolidated Net Income during the Subject Period (excluding any such non-cash item to the extent that it represents an accrual or reserve for potential cash items in any future period or amortization of a prepaid cash item that was paid in a prior period):
|
$
|
|||
8. |
Other one-time and non-recurring items occurring during the Subject Period (not exceeding the limitations set forth in the definition of “Consolidated Adjusted EBITDA”):
|
$ | |||
9. |
Extraordinary cash charges during the Subject Period which are approved by the Administrative Agent in writing as an ‘add back’ to Consolidated Adjusted EBITDA (not exceeding the limitations set forth in the definition of “Consolidated Adjusted EBITDA”):
|
$ | |||
10. |
Sum (without duplication) of the amounts of other non-cash items increasing Consolidated Net Income for the Subject Period (excluding any such non-cash item to the extent it represents the reversal of an accrual or reserve for a potential cash item in any prior period:
|
$ |
11. | Interest income for the Subject Period: | $ | ||||
12. |
Consolidated Adjusted EBITDA for the Subject Period
(Lines I.A.1+I.A.2+I.A.3+I.A.4+I.A.5+I.A.6+I.A.7+I.A.8+I.A.9 minus I.A.10 minus I.A.11):
|
$ | ||||
B. |
Portion of taxes based on income actually paid by Holdings and its consolidated Subsidiaries in cash (net of any cash refunds received) during the Subject Period:
|
$ | ||||
C. |
Consolidated Capital Expenditures for the Subject Period (excluding the principal amount funded with the proceeds of any Loans incurred in connection with such expenditures):
|
$ | ||||
D. |
Consolidated Fixed Charges for the Subject Period:
|
|||||
1. |
Consolidated Interest Expense for the Subject Period:
|
$ | ||||
2. |
Scheduled payments made during the Subject Period by Holdings and its consolidated Subsidiaries on account of principal of the Term Loans:
|
$ | ||||
3. |
Consolidated Fixed Charges for the Subject Period
(Lines I.D.1+I.D.2) (without duplication):
|
$ | ||||
E. |
Consolidated Fixed Charge Coverage Ratio for the Subject Period
(ratio of Lines (I.A.12 minus I.B minus I.C.) to I.D.3):
|
to 1 | ||||
Minimum required (from table below):
|
to 1 |
Four Fiscal Quarter Period Ending
on or about
|
Consolidated Fixed Charge Coverage Ratio
|
September 26, 2014
|
1.10 to 1.00
|
December 26, 2014
|
1.10 to 1.00
|
March 27, 2015 and thereafter
|
1.25 to 1.00
|
Covenant compliance: Yes No
|
II.
|
Section 7.1(b) — Consolidated Leverage Ratio The “Subject Period” for purposes of this Section II means the four fiscal quarter period ending on the Statement Date
|
||||
A.
|
Consolidated Total Indebtedness as of the Statement Date:
|
$
|
|||
B.
|
Consolidated Adjusted EBITDA for the Subject Period:
|
||||
1.
|
Consolidated Net Income for the Subject Period:
|
$
|
|||
2.
|
Consolidated Interest Expense for the Subject Period:
|
$
|
|||
3.
|
Provision for income taxes for the Subject Period:
|
$
|
|||
4.
|
Depreciation expenses for the Subject Period:
|
$
|
|||
5.
|
Amortization expenses for the Subject Period:
|
$
|
|||
6.
|
Costs and expenses relating to the Transactions incurred on or prior to August 31, 2012 not in excess of $5,000,000 in the aggregate:
|
$
|
|||
7. |
Other non-cash items reducing Consolidated Net Income during the Subject Period (excluding any such non-cash item to the extent that it represents an accrual or reserve for potential cash items in any future period or amortization of a prepaid cash item that was paid in a prior period):
|
$
|
|||
8.
|
Other one-time and non-recurring items occurring during the Subject Period (not exceeding the limitations set forth in the definition of “Consolidated Adjusted EBITDA”):
|
$
|
|||
9. |
Extraordinary cash charges during the Subject Period which are approved by the Administrative Agent in writing as an ‘add back’ to Consolidated Adjusted EBITDA (not exceeding the limitations set forth in the definition of “Consolidated Adjusted EBITDA”):
|
$ | |||
10. |
Sum (without duplication) of the amounts of other non-cash items increasing Consolidated Net Income for the Subject Period (excluding any such non-cash item to the extent it represents the reversal of an accrual or reserve for a potential cash item in any prior period):
|
$ | |||
11.
|
Interest income for the Subject Period:
|
$
|
|||
12. |
Consolidated Adjusted EBITDA for the Subject Period
(Lines II.B.1+II.B.2+II.B.3+II.B.4+II.B.5+II.B.6+I.B.7+II.B.8+II.B.9 minus II.B.10 minus II.B.11):
|
$ |
C.
|
Consolidated Leverage Ratio (ratio of Line II.A to II.B.12):
|
|
to 1 | |||
Maximum permitted (from table below):
|
to 1 |
Fiscal Quarter Ending
|
Consolidated Leverage Ratio
|
September 26, 2014
|
4.00:1.00
|
December 26, 2014
March 27, 2015
|
3.75:1.00
3.75:1.00
|
June 26, 2015
September 25, 2015
December 25, 2015, and thereafter
|
3.75:1.00
3.75:1.00
3.25:1.00
|
Covenant compliance: Yes No
|
III.
|
Section 7.1(c) — Minimum Domestic Cash
|
|||
A.
|
Aggregate amount of all unrestricted cash of the U.S. Revolving Borrowers and their respective Domestic Subsidiaries, which unrestricted cash is located in the United States as of the Statement Date and subject as of such date to a perfected Lien of the Administrative Agent (held for the ratable benefit of the Secured Parties):
|
$
|
||
B.
|
Aggregate amount of all unrestricted cash of the Singapore Borrower on deposit in one or more Deposit Accounts of the Singapore Borrower maintained at Silicon Valley Bank, which Deposit Accounts are subject to the Liens of the Administrative Agent (held for the ratable benefit of the Secured Parties) and as to which any steps reasonably required by the Administrative Agent to protect or perfect such Liens have been taken to the reasonable satisfaction of the Administrative Agent:
|
$
|
||
C.
|
Aggregate amount of unrestricted Cash Equivalents of the U.S. Revolving Borrowers and their respective Domestic Subsidiaries, which Cash Equivalents are located in the United States as of the Statement Date and subject as of such date to a perfected Lien of the Administrative Agent (held for the ratable benefit of the Secured Parties):
|
$
|
||
D.
|
Domestic Cash as of the Statement Date:
(Line III.A + III.B + III.C):
|
$
|
||
Minimum required (from description below):
|
$
|
|||
(i) $15,000,000 as of the last day of any month constituting the end of a fiscal quarter of Holdings, and (ii) $10,000,000 as of the last day of any other month.
|
Covenant compliance: Yes No
|
IV.
|
Section 7.1(d) — Consolidated Quick Ratio
|
|||||
A.
|
Consolidated Quick Assets for the Statement Date
|
|||||
1.
|
Aggregate amount of all unrestricted cash and Cash Equivalents that would appear on a consolidated balance sheet of Holdings and its consolidated Subsidiaries prepared as of the Statement Date in accordance with GAAP:
|
$
|
||||
2.
|
Aggregate amount of accounts receivable net of allowances that would appear on a consolidated balance sheet of Holdings and its consolidated Subsidiaries prepared as of such date in accordance with GAAP:
|
$
|
||||
3.
|
Consolidated Quick Assets for the Statement Date
(Lines IV.A.1+IV.A.2):
|
$
|
||||
B.
|
Consolidated Current Liabilities as of the Statement Date:
|
$
|
||||
C.
|
Consolidated Quick Ratio for the Statement Date
(ratio of Line IV.A.3 to IV.B):
|
|
to 1 | |||
Minimum required by Section 7.1(d):
|
1.10 to 1 |
Covenant compliance: Yes No
|
V.
|
Section 7.1(e) — Consolidated Adjusted EBITDA. The “Subject Period” for purposes of this Section V means the two fiscal quarter period ending on the Statement Date
|
||||
A.
|
Consolidated Adjusted EBITDA for the Subject Period:
|
||||
1.
|
Consolidated Net Income for the Subject Period:
|
$
|
|||
2.
|
Consolidated Interest Expense for the Subject Period:
|
$
|
|||
3.
|
Provision for income taxes for the Subject Period:
|
$
|
|||
4.
|
Depreciation expenses for the Subject Period:
|
$
|
|||
5.
|
Amortization expenses for the Subject Period:
|
$
|
|||
6.
|
Costs and expenses relating to the Transactions incurred on or prior to August 31, 2012 not in excess of $5,000,000 in the aggregate:
|
$
|
|||
7. |
Other non-cash items reducing Consolidated Net Income during the Subject Period (excluding any such non-cash item to the extent that it represents an accrual or reserve for potential cash items in any future period or amortization of a prepaid cash item that was paid in a prior period):
|
$ | |||
8.
|
Other one-time and non-recurring items occurring during the Subject Period (not exceeding the limitations set forth in the definition of “Consolidated Adjusted EBITDA”):
|
$
|
|||
9. |
Extraordinary cash charges during the Subject Period which are approved by the Administrative Agent in writing as an ‘add back’ to Consolidated Adjusted EBITDA (not exceeding the limitations set forth in the definition of “Consolidated Adjusted EBITDA”):
|
$ | |||
10. |
Sum (without duplication) of the amounts of other non-cash items increasing Consolidated Net Income for the Subject Period (excluding any such non-cash item to the extent it represents the reversal of an accrual or reserve for a potential cash item in any prior period):
|
$ | |||
11.
|
Interest income for the Subject Period:
|
$
|
|||
B.
|
Consolidated Adjusted EBITDA for the Subject Period
(Lines V.A.1+V.A.2+V.A.3+V.A.4+V.A.5+V.A.6+V.A.7+V.A.8+V.A.9 minus V.A.10 minus V.A.11):
|
$
|
|||
Minimum required (from table below):
|
Two Fiscal Quarter Period Ending
on or about
|
Minimum Consolidated Adjusted EBITDA
|
December 28, 2012
|
$3,500,000
|
March 29, 2013
|
$2,500,000
|
June 28, 2013
|
$3,000,000
|
September 27, 2013
|
$4,000,000
|
December 27, 2013
|
$6,000,000
|
March 28, 2014
|
$7,000,000
|
June 27, 2014 and thereafter
|
$8,000,000
|
Covenant compliance: Yes No
|
VI.
|
Consolidated Leverage Ratio for Purposed of Calculating Applicable Margin and Commitment Fee Rate. The “Subject Period” for purposes of this Section VI means the four fiscal quarter period ending on the Statement Date
|
|||||
A.
|
Consolidated Total Indebtedness as of the Statement Date:
|
$
|
||||
B.
|
Consolidated Adjusted EBITDA for the Subject Period:
|
|||||
1.
|
Consolidated Net Income for the Subject Period:
|
$
|
||||
2.
|
Consolidated Interest Expense for the Subject Period:
|
$
|
||||
3.
|
Provision for income taxes for the Subject Period:
|
$
|
||||
4.
|
Depreciation expenses for the Subject Period:
|
$
|
||||
5.
|
Amortization expenses for the Subject Period:
|
$
|
||||
6.
|
Costs and expenses relating to the Transactions incurred on or prior to August 31, 2012 not in excess of $5,000,000 in the aggregate:
|
$
|
||||
7. |
Other non-cash items reducing Consolidated Net Income during the Subject Period (excluding any such non-cash item to the extent that it represents an accrual or reserve for potential cash items in any future period or amortization of a prepaid cash item that was paid in a prior period):
|
$ | ||||
8.
|
Other one-time and non-recurring items occurring during the Subject Period (not exceeding the limitations set forth in the definition of “Consolidated Adjusted EBITDA”):
|
$
|
||||
9. |
Extraordinary cash charges during the Subject Period which are approved by the Administrative Agent in writing as an ‘add back’ to Consolidated Adjusted EBITDA (not exceeding the limitations set forth in the definition of “Consolidated Adjusted EBITDA”):
|
$ | ||||
10. |
Sum (without duplication) of the amounts of other non-cash items increasing Consolidated Net Income for the Subject Period (excluding any such non-cash item to the extent it represents the reversal of an accrual or reserve for a potential cash item in any prior period):
|
$ | ||||
11.
|
Interest income for the Subject Period:
|
$
|
||||
12. |
Consolidated Adjusted EBITDA for the Subject Period
(Lines VI.B.1+VI.B.2+VI.B.3+VI.B.4+VI.B.5+VI.B.6+V.B.7+VI.B.8+VI.B.9 minus VI.B.10 minus VI.B.11):
|
$ | ||||
C.
|
Consolidated Leverage Ratio (ratio of Line VI.A to VI.B.12):
|
|
to 1 | |||
ULTRA CLEAN HOLDINGS, INC.
ULTRA CLEAN TECHNOLOGY SYSTEMS AND SERVICE, INC.
AMERICAN INTEGRATION TECHNOLOGIES LLC
ULTRA CLEAN ASIA PACIFIC PTE. LTD.
|
|||
By:
|
|||
Name:
|
|||
Title:
|
Consolidated Quick Ratio
|
||||||
A. |
Consolidated Quick Assets for the Statement Date
|
|||||
1. |
Aggregate amount of all unrestricted cash and Cash Equivalents that would appear on a consolidated balance sheet of Holdings and its consolidated Subsidiaries prepared as of the Statement Date in accordance with GAAP:
|
$ | ||||
2. |
Aggregate amount of accounts receivable net allowances that would appear on a consolidated balance sheet of Holdings and its consolidated Subsidiaries prepared as of such date in accordance with GAAP:
|
$ | ||||
3. |
Consolidated Quick Assets for the Statement Date
(Lines IV.A.1+IV.A.2):
|
$ | ||||
B. |
Consolidated Current Liabilities as of the Statement Date:
|
$ | ||||
C. |
Consolidated Quick Ratio for the Statement Date
(ratio of Line IV.A.3 to IV.B):
|
to 1 | ||||
Minimum required to avoid a Liquidity Event:
|
1.20 to 1 | |||||
Liquidity Event: Yes No
|