Section 1 - Registrant’s Business and Operations
| Item 1.01. | Entry Into a Material Definitive Agreement. |
Amendment to the Asia Asset Backed Loan Facility Agreement
On June 4, 2019, TTM Technologies Enterprises (HK) Limited (“TTMEHK”), TTM Technologies China Limited and TTM Technologies Trading (Asia) Company Limited, all of which are wholly-owned subsidiaries of the Company, entered into a facility agreement (the “Facility Agreement”) which amends and restates the Asia asset backed loan facility agreement dated May 22, 2015 (the “Asia ABL Agreement”) entered into by and among TTMEHK, Oriental Printed Circuits Limited and other parties as original guarantors, and The Hongkong and Shanghai Banking Corporation Limited as arranger, original lender, facility agent, security trustee and issuing bank. Pursuant to the Facility Agreement, the Asia ABL Agreement was amended to, among other things: (1) add a $50 million incremental facility; (2) include TTM Technologies China Limited and TTM Technologies Trading (Asia) Company Limited as original borrowers under the Facility Agreement; (3) include TTMEHK and TTM Technologies Trading (Asia) Company Limited as original guarantors under the Facility Agreement; (4) include Barclays Bank PLC as an original lender under the Facility Agreement; (5) extend the maturity date from May 22, 2020 to June 3, 2024; (6) provide a mechanism for determining an alternative rate of interest in the event that the screen rate for LIBOR is not available; and (7) 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 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.
Amendment to U.S. ABL Credit Agreement
On June 3, 2019, TTM Technologies, Inc. (the “Company”) entered into a Second Amendment (the “Amendment”) which amends and restates the U.S. ABL Credit Agreement dated May 31, 2015, as previously amended by the First Amendment, dated as of September 27, 2016 (the “U.S. ABL Agreement”), among the Company, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents thereto. Pursuant to the Amendment, the U.S. ABL Agreement was amended to (1) reduce the aggregate revolving commitment under the U.S. amended ABL Agreement from $200 million to $150 million, but increase the maximum uncommitted incremental facility amount from $0 to $100 million, (2) reduce the threshold of availability from 66% to 50% in order to trigger the lowest applicable margin of 125 basis points for Eurodollar loans and 25 basis points for ABR Loans (as defined in the Amendment), (3) reduce the maximum availability-based applicable margin by 25 basis points from 175 to 150 basis points for Eurodollar loans and 75 to 50 basis points for ABR loans, (4) reduce the threshold of availability from 33% to 25% in order to trigger the highest applicable margin of 150 basis points for Eurodollar loans and 50 basis points for ABR Loans (5) extend the maturity date from May 31, 2020 to the earlier of (a) June 3, 2024 and (b) the date that is 90 days prior to the final scheduled maturity of any of the Company’s Material Indebtedness (as defined in the U.S. ABL Agreement), (6) provide a mechanism for determining an alternative rate of interest in the event that LIBOR is no longer available, and (7) make certain other changes to the U.S. ABL Agreement as set forth therein.
A copy of the Amendment is filed as Exhibit 10.2 to this Current Report on Form8-K (“Report”) and incorporated herein by reference thereto. The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Amendment.
