UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 11, 2017
ICHOR HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)
| | | | |
| Cayman Islands | | 001-37961 | | Not Applicable |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
3185 Laurelview Ct.
Fremont, California 94538
(Address of principal executive offices, including Zip Code)
(510)897-5200
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
EXPLANATORY NOTE
This Amendment No. 2 on Form8-K/A (this“8-K Amendment”) amends the Current Report on Form8-K filed by Ichor Holdings, Ltd. (the “Company”) with the Securities and Exchange Commission on December 11, 2017 (the “Original8-K”). The Company is filing this8-K Amendment solely to add the below items to the Original8-K. All other items of the Original8-K are unaffected by this8-K Amendment. This8-K Amendment does not reflect events occurring after the filing date of the Original8-K or modify or update disclosures in the Original8-K except to add the below items.
| Item 1.01 | Entry into a Material Definitive Agreement. |
Amendment to Credit Agreement
On December 11, 2017, Ichor Holdings, LLC and certain of its subsidiaries entered into the Third Amendment (the “Third Amendment”) to the Credit Agreement (the “Credit Agreement”) by and among Ichor Holdings, LLC, Ichor Systems, Inc., Precision Flow Technologies, Inc., Ajax-United Patterns & Molds, Inc.,Cal-Weld, Talon Innovations Corporation and Talon Innovations (FL) Corporation as borrowers, Bank of America, N.A., as administrative agent, and the financial institutions party thereto, as lenders. The Credit Agreement governs the Company’s credit facility that includes a revolver and a term loan facility. The Third Amendment increased the amount available to the Company for borrowing under the term loan facility by $120 million.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of Registrant. |
The information set forth under Item 1.01 under the heading “Amendment to Credit Agreement” is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | Third Amendment to the Credit Agreement, dated as of December 11, 2017, by and among Ichor Holdings, LLC, Ichor Systems, Inc., Precision Flow Technologies, Inc., Ajax-United Patterns & Molds, Inc.,Cal-Weld, Inc., Talon Innovations Corporation and Talon Innovations (FL) Corporation, as borrowers, Bank of America, N.A., as administrative agent, and the financial institutions party thereto, as lenders. |
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 thereunto duly authorized.
| | | | | | |
| | | | | | ICHOR HOLDINGS, LTD. |
| | | |
| Date: March 13, 2018 | | | | | | /s/ Jeffrey Andreson |
| | | | | | Name: Jeffrey Andreson |
| | | | | | Title: Chief Financial Officer |
