#Convertible Notes #Ultra Clean #UCTT

Ultra Clean Holdings Plans Major Offering

In a significant move for future development, Ultra Clean Holdings, Inc., listed on Nasdaq as UCTT, has announced its intention to proceed with an offering of convertible senior notes valued at $400 million. This offering is conditional on market conditions and is designed to cater to qualified institutional buyers in accordance with Rule 144A of the Securities Act of 1933. Furthermore, the company plans to provide an additional opportunity for initial purchasers to acquire up to $60 million in additional notes within a 13-day window following the issuance of the primary offering.

Intended Use of Proceeds

The net proceeds derived from this notes offering will be strategically utilized by Ultra Clean for multiple purposes, which include:

• - Funding costs associated with entering capped call transactions,
• - Repurchasing up to $40 million worth of its common stock,
• - Aiding in working capital needs,
• - Prepaying a segment of the outstanding term loan under its amended and restated credit agreement,
• - Supporting various other general corporate usages.

Should the initial purchasers opt to buy additional notes, a fraction of the net proceeds will also fund the associated capped call transactions, aligning with the firm's financial initiatives.

Features of the Convertible Notes

The convertible notes will represent senior, unsecured obligations of Ultra Clean Holdings. They will accrue semi-annual interest, with a maturity date set for March 15, 2031, unless redeemed, repurchased, or converted earlier. Noteholders are granted the right to convert their notes under specified scenarios at designated periods, and Ultra Clean will settle these conversions either in cash or shares of common stock, depending on the circumstances.

Additionally, the notes are redeemable in part or in full at Ultra Clean's discretion from March 20, 2029, if certain conditions related to the company’s stock price are met. A repurchase option exists for noteholders if a