TTM Technologies completes Epiq Solutions acquisition
The credit agreement limits pledges of capital stock in certain foreign subsidiaries and domestic holding companies of foreign subsidiaries to 65%.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
TTM Technologies, Inc. completed its acquisition of all issued and outstanding membership interests of Epiq Solutions on September 30, 2026, making Epiq a wholly owned subsidiary. Cash consideration was approximately $1.1 billion, subject to customary working-capital and certain other adjustments. TTM used approximately $1.1 billion from portions of borrowings under the new term loans and proceeds from its previously completed 6.750% senior notes due 2034 to fund the purchase price and acquisition fees and expenses.
The facilities funded at closing include a $300 million incremental senior secured term loan A and an $800 million seven-year incremental senior secured term loan B. Epiq’s financial contributions are expected to be immediately accretive to adjusted EBITDA, moderately dilutive to non-GAAP diluted EPS in 2027, and accretive to non-GAAP diluted EPS in 2028. The facilities are guaranteed by TTM’s direct and indirect existing and future domestic subsidiaries, subject to exceptions, and secured by a perfected first priority security interest in substantially all tangible and intangible assets of TTM and the guarantors, subject to exclusions and limitations.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate point. Forward-looking: it has not happened yet and may not happen.Adjusted EBITDA accretion expected immediately from Epiq’s contributions.
- Moderate point. Forward-looking: it has not happened yet and may not happen.Non-GAAP diluted EPS accretion expected in 2028.
Negative
- Moderate point. Forward-looking: it has not happened yet and may not happen.Non-GAAP diluted EPS expected to be moderately dilutive in 2027.
Insights
Analyzing...
8-K Event Classification
Key Figures
Key Terms
adjusted EBITDA financial
non-GAAP diluted EPS financial
incremental senior secured term loan B facility financial
perfected first priority security interest financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much did TTM (TTMI) pay for Epiq?
How did TTM (TTMI) finance the Epiq acquisition?
What are the expected earnings effects of the Epiq acquisition for TTM (TTMI)?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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 Act:
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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 checkmark 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. ☐
Section 1 – Registrant’s Business and Operations
| Item 1.01. | Entry into a Material Definitive Agreement. |
In connection with the completion of the Acquisition (as defined and discussed below in Item 8.01), on September 30, 2026 (the “Closing Date”), TTM Technologies, Inc. (the “Company”) entered into the Third Amended and Restated Credit Agreement, dated as of September 30, 2026, by and among the Company, the foreign subsidiary borrowers party thereto, any designated borrowers party thereto, JPMorgan Chase Bank, N.A. (“JPM”), as Administrative Agent, and the other parties thereto (the “Third A&R Credit Agreement”). The Third A&R Credit Agreement, (which amends and restates the Company’s Second Amended and Restated Credit Agreement, dated as of June 1, 2026, by and among the Company, the foreign subsidiary borrowers party thereto, any designated borrowers party thereto, JPM, as Administrative Agent, and the other parties thereto (the “Prior Credit Agreement”)) provides for (i) an incremental senior secured term loan A facility in an aggregate principal amount of $300 million (the “Term A Incremental Facility”) and (ii) a seven-year incremental senior secured term loan B facility in an aggregate principal amount of $800 million (the “Term B Incremental Facility” and, together with the Term A Incremental Facility, the “Incremental Facilities”). On the Closing Date, the Incremental Facilities were funded in connection with the completion of the Acquisition, and the proceeds were used as discussed below in Item 8.01.
Consistent with the existing loans under the Prior Credit Agreement, the Incremental Facilities are unconditionally guaranteed by each of the Company’s direct and indirect, existing and future domestic subsidiaries, including Epiq Solutions (as defined below) concurrently with the closing of the Acquisition, subject to certain exceptions (collectively, the “Guarantors”). In addition, subject to certain exclusions and limitations, and consistent with the existing loans under the Prior Credit Agreement, the obligations of the Company and each Guarantor in respect of the Incremental Facilities are secured by a perfected first priority security interest in substantially all of the tangible and intangible assets of the Company and the Guarantors, including all of the capital stock held by the Company and the Guarantors (subject to a limitation of 65% on pledges of capital stock of certain foreign subsidiaries and domestic holding companies of foreign subsidiaries). The representations and warranties, affirmative and negative covenants and events of default applicable to the Incremental Facilities are generally the same as those applicable to the existing loans under the Prior Credit Agreement, subject to differences in pricing and certain other facility-specific terms.
A copy of the Third A&R Credit Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”) and incorporated herein by reference thereto. The foregoing summary of the Third A&R Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Third A&R Credit Agreement.
Section 2 – Financial Information
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosures above under Item 1.01 of this Report are also responsive to this Item 2.03 and are hereby incorporated by reference into this Item 2.03.
Section 7 - Regulation FD
| Item 7.01. | Regulation FD Disclosure. |
On September 30, 2026, the Company issued a press release announcing the closing of the Incremental Facilities and the Acquisition (the “Closing Press Release”). A copy of the Closing Press Release is furnished with this Report as Exhibit 99.1 and is incorporated herein by reference.
Certain Information
The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Section 8 - Other Events
| Item 8.01. | Other Events. |
On the Closing Date, pursuant to the terms of the Securities Purchase Agreement, dated as of August 15, 2026, by and among the Company, TTM Technologies North America, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (the “Buyer”), EDS TopCo, LP, a Delaware limited partnership (the “Seller”), and EDS Intermediate Holding, LLC, a Delaware limited liability company (“Epiq Solutions”), the Company completed its previously announced acquisition of all of the issued and outstanding membership interests of Epiq Solutions (the “Acquisition”). As a result of the Acquisition, Epiq Solutions became a wholly-owned subsidiary of the Company.
The consideration paid by the Company was approximately $1.1 billion in cash, subject to customary working capital and certain other adjustments (the “Purchase Price”). On the Closing Date, the Purchase Price was paid to the Seller (less certain amounts paid for certain transaction expenses and to be held in escrow for the fulfillment of a post-closing purchase price adjustment, if any). The Company used approximately $1.1 billion from (i) a portion of the proceeds of borrowings under the Incremental Facilities and (ii) a portion of the proceeds from the previously disclosed completed offering of the Company’s 6.750% senior notes due 2034 to fund the Purchase Price and pay fees and expenses related to the Acquisition.
The foregoing description of the Acquisition does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Securities Purchase Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 17, 2026, and which is incorporated herein by reference.
Section 9 - Financial Statements and Exhibits
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 2.1* | Securities Purchase Agreement, dated as of August 15, 2026, by and among EDS Intermediate Holding, LLC, EDS TopCo, LP, TTM Technologies North America, LLC, and TTM Technologies, Inc. | |
| 10.1 | Third Amended and Restated Credit Agreement, dated as of September 30, 2026, by and among TTM Technologies, Inc., as Borrower, the foreign subsidiary borrowers party thereto, any designated borrowers party thereto, the several Lenders from time to time parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent. | |
| 99.1 | Press Release dated September 30, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated August 17, 2026. |
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.
| TTM TECHNOLOGIES, INC. | ||||||
| Date: September 30, 2026 | /s/ Daniel J. Weber | |||||
| By: | Daniel J. Weber | |||||
| Senior Vice President, Chief Legal Officer & Secretary | ||||||
Exhibit 99.1
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Contact: | |||
| Sean K.F. Hannan, Vice President, Investor Relations Sean.Hannan@ttmtech.com +1 339 466 7737 |
TTM Technologies, Inc. Completes Acquisition of Epiq Solutions, Enhancing TTM’s Strategic A&D Portfolio
SANTA ANA, Calif., September 30, 2026 — TTM Technologies, Inc. (NASDAQ: TTMI) (“TTM”), a leading global manufacturer of technology products, including mission systems, radio frequency (“RF”) components, RF microwave/microelectronic assemblies, and technologically advanced interconnect products, including printed circuit boards (“PCBs”) and substrates, announced today that it has completed its acquisition of EPIQ Design Solutions LLC (“Epiq”), a premier provider of open-architecture, AI-enabled software-defined radios (“SDRs”), high-performance RF products and radiation-tolerant space compute solutions supporting mission-critical signals intelligence and electronic warfare applications.
Through the close of the transaction, TTM adds a talented management and operational team focused on critical technologies in the long-cycle Aerospace & Defense end market, with strategic and complementary capabilities that TTM expects will bolster TTM’s long-term growth strategy. The addition of Epiq adds:
| • | Highly complementary technology offerings that enable full command of the RF spectrum through small-form-factor, software-driven solutions; |
| • | Accelerated momentum to TTM’s “up the chain” vertical integration strategy across land, air, sea, and space domains through multiple defense and commercial expansion opportunities; |
| • | Cutting edge technologies optimized for size, weight, and power (SWaP) rooted in open architectures supporting defense and commercial markets |
Financial contributions from the newly acquired Epiq business are expected to be immediately accretive to adjusted EBITDA, moderately dilutive to non-GAAP diluted EPS in 2027, and accretive to non-GAAP diluted EPS in 2028.
“The completion of the Epiq acquisition is an exciting moment for TTM as we welcome a very strong management team and a profitable, well-established business that provides innovative capabilities for our A&D customers and bolsters our overall technology portfolio,” said Edwin Roks, President and Chief Executive Officer of TTM Technologies.
Terms of the Transaction & Financing
The purchase of Epiq was completed as an all-cash transaction for $1.1 billion, subject to certain customary adjustments at closing. TTM funded the purchase price, including all related fees and adjustments, from (i) a portion of the proceeds of borrowings from a $300 million incremental senior secured term loan A and $800 million incremental senior secured term loan B and (ii) a portion of the proceeds from the previously disclosed completed offering of TTM’s 6.750% senior notes due 2034. The closing of the incremental term loans occurred concurrently with the completion of the Epiq acquisition.
Guggenheim Securities, LLC served as the exclusive financial advisor and Polsinelli PC served as exclusive legal adviser to TTM for the acquisition of Epiq.
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Contact: | |||
| Sean K.F. Hannan, Vice President, Investor Relations Sean.Hannan@ttmtech.com +1 339 466 7737 |
About TTM
TTM Technologies, Inc. is a leading global manufacturer of technology products, including mission systems, RF components, RF microwave/microelectronic assemblies, and technologically advanced interconnect products, including PCBs and substrates. TTM stands for time-to-market, representing how TTM’s time-critical, one-stop design, engineering and manufacturing services enable customers to reduce the time required to develop new products and bring them to market. Additional information can be found at www.ttm.com.
Safe Harbor Forward-Looking Statements
This release contains forward-looking statements that relate to future events or performance. TTM cautions you that such statements are simply predictions and actual events or results may differ materially. These statements reflect TTM’s current expectations, and TTM does not undertake to update or revise these forward-looking statements, even if experience or future changes make it clear that any projected results expressed or implied in this or other TTM statements will not be realized. Further, these statements involve risks and uncertainties, many of which are beyond TTM’s control, which could cause actual results to differ materially from the forward-looking statements. These risks and uncertainties include, but are not limited to, general market and economic conditions, including interest rates, currency exchange rates, and consumer spending, demand for TTM’s products, market pressures on prices of TTM’s products, warranty claims, changes in product mix, contemplated significant capital expenditures and related financing requirements, TTM’s dependence upon a small number of customers, and other factors set forth in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of TTM’s public reports filed with the SEC.