8-K: Current report filing
Published on June 20, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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Section 1 - Registrant’s Business and Operations
Item 1.01. – Entry Into a Material Definitive Agreement.
On June 14, 2023, TTM Technologies China Limited (“TTMC”) and TTM Technologies Trading (Asia) Company Limited (“TTMTA”), each of which are wholly-owned subsidiaries of TTM Technologies, Inc. (the “Company”), entered into an amended and restated facility agreement, effective as of June 30, 2023 (the “Facility Agreement”), which amends and restates the Asia asset backed loan facility agreement dated May 22, 2015 and amended and restated on June 4, 2019 (the “Asia ABL Agreement”) entered into by and among TTMC, TTMTA and other parties as original guarantors, The Hong Kong and Shanghai Banking Corporation Limited as arranger, original lender, facility agent, security trustee and issuing bank and Barclays Bank PLC as original lender. Pursuant to the Facility Agreement, the Asia ABL Agreement was amended to, among other things: (1) transition the benchmark interest rate from LIBOR to Term SOFR and corresponding changes to the mechanism for determining alternative rate of interest in the event that Term SOFR is unavailable; (2) amend the margin over the benchmark interest rate from 1.4% to 1.3%; (3) align definitions related to certain financial covenants with the definitions adopted in the Company’s other asset backed loan facilities; (4) extend the maturity date from June 3, 2024 to June 13, 2028; and (5) make certain other changes to the Facility Agreement as set forth therein.
A copy of the Facility Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K (“Report”) and incorporated herein by reference thereto. The foregoing summary of the Facility Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Facility Agreement.
Section 2 - Financial Information
Item 2.03. – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosures above under Item 1.01 of this Report are also responsive to this Item 2.03 and are hereby incorporated by reference into this Item 2.03.
Section 7 - Regulation FD
Item 7.01 – Regulation FD Disclosure.
On June 20, 2023, the Company issued a press release announcing the Facility Agreement (the “Press Release”). A copy of the Press Release is furnished with this Report as Exhibit 99.1 and is incorporated herein by reference.
The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements
This Report, including Exhibit 99.1, contains forward-looking statements that relate to future events. The Company cautions you that such statements are simply predictions and actual events or results may differ materially. These statements reflect the Company’s current expectations, and the Company 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 Company statements will not be realized. The statements also involve risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from the forward-looking statements. For a description of additional factors that may cause the Company’s actual events or results 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 the Company’s public reports filed with the Securities and Exchange Commission.
Item 9.01. – Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed with this Report:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TTM TECHNOLOGIES, INC. | ||||||
| Date: June 20, 2023 | /s/ Daniel J. Weber |
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| By: | Daniel J. Weber | |||||
| Executive Vice President, Chief Legal Officer & Secretary | ||||||