Ultra Clean Holdings (UCT) closed an agreement to acquire Quantum Global Technologies, a provider of ultra-high purity, sub-10nm outsourced tool chamber parts cleaning and coating services, tool part life extension, microcontamination analytical services and other optimization solutions to OEM and IDM customers.
The total transaction is valued at approximately $342 million and is structured as an all-cash transaction. The transaction will be subject to post-closing balance sheet adjustments. Additional cash consideration, capped at $15 million, will be paid subject to QGT exceeding certain revenue targets in 2019. UCT intends to fund the transaction and refinance its existing indebtedness with a combination of available cash on hand and approximately $400 million in committed debt financing. In 2017, QGT generated revenue of $217.9 million, net income of $22 million and adjusted EBITDA (as defined below) of $50.5 million. The transaction is expected to be accretive to UCT’s net income on a non-GAAP basis beginning in the fourth quarter of fiscal 2018.
According to a related 8-K filing, UTC entered into a commitment letter with Barclays Bank, which committed to provide senior secured credit facilities in an aggregate amount of $400 million, including a seven-year $350 million senior secured term B loan and a five-year $50 million senior secured revolving credit facility.
The term loan, together with cash on hand, will be used to finance the merger, refinance existing debt and pay fees and expenses incurred in connection with the credit facilities and the acquisition. The revolver will be used to provide ongoing working capital and capital for other general corporate purposes.
“Building on our position as a leading supplier to the semiconductor capital equipment market, today marks a meaningful step in the execution of our longer-term growth strategy to pursue sustained, profitable and diversified growth,” said Jim Scholhamer, UCT CEO. “Upon completion, this acquisition will expand UCT into an adjacent market and increase the served addressable market in our core semiconductor business.”
QuantumClean and ChemTrace are divisions of QGT. QuantumClean engages directly with its semiconductor IDM, Foundry and OEM customers to achieve process improvements in next generation applications by providing ultra-high purity chamber parts, validated by ChemTrace, the industry leader in non-destructive part analytical verification.
