Section 1 - Registrant’s Business and Operations
Item 1.01. Entry Into a Material Definitive Agreement.
On September 24, 2026, TTM Technologies, Inc. (the “Company”) completed its previously announced private offering (the “Offering”) of $500 million in aggregate principal amount of its 6.750% senior notes due 2034 (the “Notes”). The Offering was conducted as a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The Company intends to use the net proceeds of the Offering, together with expected borrowings from a $300 million incremental senior secured term loan A and a $800 million incremental senior secured term loan B (collectively, the “Incremental Facilities”), to fund the purchase price for the previously announced proposed acquisition of EDS Intermediate Holding, LLC (the “Acquisition”), for general corporate purposes, which may include reducing outstanding borrowings under the Revolving Credit Facility (as defined below) to fund the purchase price for the previously announced acquisition of Swiss Technology Group AG, and to pay related fees and expenses.
On September 24, 2026, the Company issued and sold the Notes, which were priced at par value. Interest on the Notes accrues at the rate of 6.750% per annum and is payable semi-annually in cash in arrears on April 1 and October 1 of each year, beginning on April 1, 2027. The Notes were issued pursuant to an indenture, dated as of September 24, 2026 (the “Indenture”), by and among the Company, the Guarantors (as defined below) and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”).
The Notes are irrevocably and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by the Company’s subsidiaries that guarantee its senior secured credit facilities (collectively, the “Guarantors”), including its term loan B due 2030 (the “Term Loan Facility”) and its revolving credit facility (the “Revolving Credit Facility”), subject to certain exceptions. The Notes and related guarantees are senior unsecured obligations of, respectively, the Company and its Guarantors, and rank equally in right of payment with all of the Company’s and Guarantors’ existing and future senior unsecured indebtedness, including the Company’s outstanding 4.000% senior notes due March 1, 2029. The Notes and related guarantees will be effectively subordinated to any of the Company’s and Guarantors’ existing and future secured debt, including the Term Loan Facility, the Revolving Credit Facility and the Incremental Facilities. In addition, the Notes and related guarantees are structurally subordinated to all of the existing and future liabilities (including trade payables and letters of credit) of each of the Company’s subsidiaries that do not guarantee the Notes.
The Notes will mature on October 1, 2034. Prior to October 1, 2029, the Company may redeem (i) up to 40% of the original aggregate principal amount of the Notes with the net cash proceeds of certain equity offerings at a redemption price of 106.750% of the principal amount of the Notes, plus accrued and unpaid interest, if any, and (ii) some or all of the Notes at a price equal to 100% of the principal amount of the Notes plus a “make-whole” premium, plus accrued and unpaid interest, if any. On or after October 1, 2029, the Company may redeem some or all of the Notes at the applicable redemption price as set forth in the Indenture. In addition, the Notes are subject to a special mandatory redemption if (i) the consummation of the Acquisition does not occur on or before the November 15, 2026, subject to automatic extension to May 15, 2027 in certain circumstances (the “Outside Date”) or (ii) the Company delivers a notice in writing to the Trustee stating it has determined that the consummation of the Acquisition will not occur on or before the Outside Date (each, a “Special Mandatory Redemption Event”). If a Special Mandatory Redemption Event occurs, the Company will be required to redeem the Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest from the issuance date of the Notes to but excluding, the redemption date.
If the Company undergoes a change of control (as defined in the Indenture), it will be required to offer to purchase the Notes from holders at 101% of their principal amount. If the Company or its restricted subsidiaries dispose of assets, under certain circumstances, the Company will be required to use the net proceeds to make an offer to purchase the Notes from holders at an offer price in cash equal to 100% of the outstanding principal amount of such Notes. These restrictions and prohibitions are subject to certain qualifications and exceptions. Accrued and unpaid interest to the date of redemption or purchase on the Notes would also be payable in each of the foregoing events of redemption or purchase. Except for any Special Mandatory Redemption Event described above, the Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.
The Indenture contains customary covenants that, among other things, limit the ability of the Company and its restricted subsidiaries to pay dividends on, redeem or repurchase the Company’s capital stock, make investments or restricted payments, prepay, redeem or repurchase certain debt, enter into transactions with affiliates, sell assets, create liens, incur or guarantee additional indebtedness, designate unrestricted subsidiaries, issue certain preferred stock or similar equity securities, engage in a merger, sale or consolidation, and enter into agreements restricting the ability of the Company’s restricted subsidiaries to pay dividends and make other distributions. Certain of the covenants will be suspended upon the Notes achieving an investment grade rating from two or more specified rating agencies. In addition, the Indenture requires, among other things,
