[8-K] SkyWater Technology, Inc. Reports Material Event

Rhea-AI Filing Summary

SkyWater Technology, Inc. (SKYT) filed an 8-K disclosing three material events dated 30 June 2025:

• Completion of the Spansion Fab 25 acquisition. The company closed the purchase of all membership interests in Spansion Fab 25, LLC, which holds substantially all property, plant, equipment, employees and certain liabilities of Infineon’s 200 mm Austin, TX fabrication plant. The cash purchase price was approximately $93 million, consisting of a $73 million base price and a provisional $20 million working-capital payment.
• Amendment to the Membership Interest Purchase Agreement. Amendment No. 1 raised the cash consideration due at closing by $18 million but eliminated a previously agreed $25 million deferred payment tied to a multi-year supply agreement, reducing total consideration by $7 million and simplifying post-closing obligations.
• Amended & Restated Loan and Security Agreement. SKYT and its subsidiaries entered into a new senior secured $350 million revolving credit facility maturing 30 June 2030 with Siena Lending Group (agent) and a lender group including BSP, GRC and Ares. Proceeds refinanced Siena/GRC debt, funded the Fab 25 purchase and will support working capital and capex.

Key financing terms:

• Interest: Term-SOFR loans at 1-month SOFR (floor 2.5%) + 4.0%–5.0%; Base-rate loans at greater of prime, Fed funds + 0.5%, or 7.0% + 3.0%–4.0%.
• Borrowing base: advance rates against billed/unbilled A/R, inventory and equipment; agent may set additional reserves.
• Covenants: minimum trailing-12-month EBITDA of $10 million; liquidity requirements (≥$70 million post sale-leaseback); FCCR ≥1.0× under certain conditions; annual unfunded capex limits; restrictions on additional debt, liens, asset sales and dividend payments.
• Security: first-priority lien on substantially all borrower assets; parent guarantee.

Required historical and pro-forma financial statements for the acquired business will be filed by amendment no later than 16 September 2025.

Positive

• Acquisition closed: SkyWater completed the $93 million purchase of Spansion Fab 25, adding a fully equipped 200 mm fab and workforce.
• Improved purchase economics: Amendment removed a $25 million deferred payment while only adding $18 million up-front, lowering total consideration by $7 million.
• Long-term liquidity: New $350 million revolving credit facility runs to 2030, providing substantial funding for integration, working capital and capex.

Negative

• Higher immediate cash outflow: Purchase-price amendment increases closing payment by $18 million.
• Expensive debt: Facility rates of SOFR +4%-5% (floor 2.5%) or base +3%-4% create sizable interest burden if fully utilized.
• Restrictive covenants: Minimum EBITDA, liquidity thresholds, FCCR tests and capex limits reduce financial flexibility.
• Comprehensive collateral pledge: All borrower assets are pledged, limiting future unsecured borrowing capacity.

Insights

Semiconductor Industry Analyst

TL;DR: Fab 25 deal enlarges SKYT’s 200 mm capacity; $350 m revolver secures liquidity but carries high spreads and tight covenants.

The completed acquisition provides SKYT with a fully staffed Austin fab, accelerating its push into specialty 200 mm manufacturing without green-field build risk. Paying $93 million up-front—net $7 million less than the prior structure after eliminating the $25 million earn-out—looks reasonable versus replacement cost of similar equipment. Immediate cash outflow increases but avoids contingent payments and aligns Infineon’s exit. The long-dated $350 million ABL gives flexibility through 2030, sized well beyond the deal cost to support ramp-up and future programs. However, SOFR+400-500 bp and a 2.5% floor translate to a minimum 6.5–7.5% coupon in today’s rates, materially dilutive if fully drawn. Operating covenants (≥$10 m EBITDA, liquidity triggers, FCCR tests) will force disciplined execution as the Fab 25 integration proceeds. Overall, the transaction should enhance capacity and customer diversification but heightens leverage and execution risk.

Credit Risk Analyst

TL;DR: New ABL boosts liquidity, yet aggressive pricing, full-asset collateral and step-up covenants raise credit-profile caution.

The amended revolver materially extends maturity to 2030 and increases gross availability, a credit positive versus the prior shorter-tenor facilities. Refinancing risk is therefore deferred five years. Nonetheless, pricing is steep (SOFR floor + up to 500 bp; base rate floor 7% + up to 400 bp), indicating lenders’ perception of heightened risk. The requirement to sweep 100% of certain net cash proceeds and agent-set reserves could restrict incremental borrowing headroom, especially during cyclical downturns. Minimum liquidity of $70 million post sale-leaseback and monthly EBITDA thresholds provide early warning triggers but may also push the company toward expensive equity or asset sales if integration delays occur. From a credit standpoint, leverage is poised to rise once the facility is drawn and the fab ramps, and the all-asset lien limits unencumbered collateral. Risk is balanced by the sizable borrowing base and covenant cure rights.

SkyWater Technology, Inc false 0001819974 0001819974 2025-06-30 2025-06-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2025

SkyWater Technology, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40345		37-1839853
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2401 East 86th Street
Bloomington, Minnesota		55425
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (952) 851-5200

Check the appropriate box below if the Form 8-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 Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common stock, par value $0.01 per share		SKYT		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Amendment to Membership Interest Purchase Agreement

On June 30, 2025, SkyWater Technology, Inc. (the “Company”) and Spansion LLC (“Seller”), an affiliate of Infineon Technologies AG, entered into Amendment No. 1 to Membership Interest Purchase Agreement (the “Amendment”), by and between Seller and the Company, dated June 30, 2025, which amended the Membership Interest Purchase Agreement (the “Purchase Agreement”), dated as of February 25, 2025, by and between Seller and the Company, with respect to the Company’s acquisition of all of the issued and outstanding memberships interests of Spansion Fab 25, LLC, a newly-formed limited liability company (the “Acquired Business”), that received, pursuant to a pre-closing restructuring, substantially all of the property, plant and equipment and employees and certain other assets and liabilities related to Infineon Technologies AG’s 200 mm fab in Austin, Texas (the “Transaction”). The Amendment amended the Purchase Agreement to increase the purchase price payable at the closing of the Transaction by $18 million and to eliminate the $25 million payable at the conclusion of the multi-year supply agreement entered into in connection with the Transaction.

The foregoing description of the Amendment is a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed herewith as Exhibit 2.2 and incorporated herein by reference.

Amended and Restated Loan and Security Agreement

On June 30, 2025, the Company and its subsidiaries, SkyWater Technology Foundry, Inc., SkyWater Federal, LLC, SkyWater Florida, Inc. and Spansion Fab 25 LLC (the “Borrowers”) entered into an Amended and Restated Loan and Security Agreement (the “Loan Agreement”) with (1) Siena Lending Group LLC, as agent (“Agent”), for (2) Siena Lending Group LLC (“Siena”), (3) Benefit Street Partners SMA-K L.P., Franklin BSP Private Credit Fund, BSP Debt Fund V L.P., Benefit Street Partners SMA-OS L.P., Benefit Street Partners Capital Opportunity, Fund III-A L.P., BSP DF V 2022 SPV LP (collectively, “BSP”), (4) GRC SPV Investments, LLC (“GRC”), (5) ACF FinCo I LP (“Ares”; and together with Siena, BSP, GRC, collectively, “Lenders”). Under the Loan Agreement, SkyWater Technology Foundry, Inc. (“SkyWater Foundry”) will act as agent for all of the Borrowers.

The Loan Agreement provides for a revolving line of credit of up to $350 million with scheduled maturity date of June 30, 2030. The Borrowers may be required to prepay the unpaid principal balance of the loans following specified prepayment events in the amount of 100% of the net proceeds received by the Company or any Borrower with respect to such prepayment event.

Borrowing under the Loan Agreement is limited by a borrowing base of specified advance rates applicable to billed accounts receivable, unbilled accounts receivable, inventory and equipment, subject to various conditions and limits as provided in the Loan Agreement. The Loan Agreement also provides for borrowing base sublimits applicable to each of unbilled accounts receivable and equipment. Under certain circumstances, the Agent may from time to time establish and revise reserves against the borrowing base and/or the maximum revolving facility amount.

Proceeds of borrowings will initially be used to refinance all indebtedness owing to Siena and GRC, to fund the acquisition of Spansion Fab 25 LLC and to pay the fees, costs, and expenses incurred in connection with the acquisition of Spansion Fab 25 LLC, the Loan Agreement, and the transactions contemplated thereby, and thereafter, for working capital purposes, for equipment, and for such other purposes as specifically permitted pursuant to the terms of the Loan Agreement. The Borrowers’ obligations under the Loan Agreement are secured by substantially all of their assets and guaranteed by the Company as further described in the Loan Agreement.

Borrowings under the Loan Agreement bear interest at a rate that depends upon the type of borrowing, whether a term secured overnight financing rate (SOFR) loan or base rate loan, plus the applicable margin. The term SOFR loan rate is a forward-looking term rate based on SOFR for a tenor of one month on the applicable day, subject to a minimum of 2.5% per annum. The base rate is the greatest of the prime rate, the Federal funds rate plus 0.5%, and 7.0% per annum. The applicable margin is an applicable percentage based on the fixed charge coverage ratio that ranges from 5.0% to 4.0% per annum for term SOFR loans and ranges from 4.0% to 3.0% per annum for base rate loans.

The Loan Agreement contains customary representations and warranties and financial and other covenants and conditions. Subject to certain cure rights and financial conditions, the Loan Agreement requires $10 million in minimum EBITDA (as defined in the Loan Agreement) calculated as of the last day of each calendar month for the preceding twelve calendar months, prohibits unfunded capital expenditures in excess of the amounts set forth in the Loan Agreement calculated as of the last day of each calendar year commencing December 31, 2025, requires a minimum fixed charge coverage ratio, measured on a trailing twelve month basis, of not less than 1.00 to 1.00 if the Borrowers’ liquidity is less than (i) $30 million prior to the consummation of a sale and leaseback transaction on certain owned real property in Austin, Texas or (ii) $80 million following the consummation of such sale and leaseback transaction, and requires the Borrowers maintain liquidity of at least $70 million at all times following such sale and leaseback transaction.

In addition, the Loan Agreement places certain restrictions on the Borrowers’ and the Company’s ability to incur additional indebtedness (other than permitted indebtedness), to create liens or other encumbrances (other than liens relating to permitted indebtedness), to sell or otherwise dispose of assets, to merge or consolidate with other entities, and to make certain restricted payments, including payments of dividends to the Company’s stockholders. The Borrowers are also obligated to pay to Agent, for its own benefit or the benefit of Lenders, certain customary fees.

The foregoing description of the Loan Agreement is a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On June 30, 2025, the Company and the Seller completed the Transaction in accordance with the terms and conditions of Purchase Agreement, as amended by the Amendment. The purchase price for the Transaction was approximately $93 million, all of which was paid in cash at the closing of the Transaction, comprised of a base purchase price of $73 million plus a payment for working capital of approximately $20 million, which is subject to adjustment. The information provided in Item 1.01 of this Current Report on Form 8-K under the subheading “Amendment to Membership Interest Purchase Agreement” is incorporated by reference into this Item 2.03.

The foregoing description of the Purchase Agreement, the Amendment and the Transaction is a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement and the Amendment, which are filed herewith as Exhibit 2.1 and Exhibit 2.2, respectively, and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K under the subheading “Amended and Restated Loan and Security Agreement” is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(a) The required financial statements of the Acquired Business will be filed by amendment to this Current Report on Form 8-K not later than September 16, 2025 (which is 71 calendar days after the date that this initial Current Report on Form 8-K is required to be filed).

(b) The required pro forma financial information will be filed by amendment to this Current Report on Form 8-K not later than September 16, 2025 (which is 71 calendar days after the date that this initial Current Report on Form 8-K is required to be filed).

(c) Not applicable.

(d) Exhibits.

The following documents are filed as exhibits to this report:

Exhibit No.		Description
2.1		Membership Interest Purchase Agreement, dated as of February 25, 2025, between SkyWater Technology, Inc. and Spansion LLC (incorporated by reference to Exhibit 2.1 to SkyWater Technology, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2025).
2.2		Amendment No. 1 to Membership Interest Purchase Agreement, dated as of June 30, 2025, between SkyWater Technology, Inc. and Spansion LLC.
10.1		Amended and Restated Loan and Security Agreement among the Company, the subsidiary borrowers named therein, Siena Lending Group LLC, as agent, and the lenders named therein.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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.

						SkyWater Technology, Inc.
Date: July 3, 2025						/s/ Thomas J. Sonderman
						Name: Thomas J. Sonderman
						Title: Chief Executive Officer

FAQ

What did SkyWater Technology (SKYT) acquire on June 30, 2025?

SKYT purchased all membership interests in Spansion Fab 25, LLC, which holds Infineon’s 200 mm Austin, TX fabrication plant.

How much did SkyWater pay for the Spansion Fab 25 acquisition?

The cash purchase price was approximately $93 million—$73 million base plus an estimated $20 million working-capital payment.

What are the key terms of SkyWater’s new $350 million credit facility?

The revolver matures on June 30, 2030, is secured by substantially all assets, and accrues interest at SOFR +4%-5% (2.5% floor) or base +3%-4%.

Did the amendment change the overall acquisition consideration?

Yes. Although the closing payment rose by $18 million, a $25 million deferred payment was cancelled, reducing total consideration by $7 million.

When will SKYT file the required financial statements for the acquired fab?

Historical and pro-forma financial statements are due in an amendment no later than September 16, 2025.