Ultra Clean Holdings purchase of Ham-Let (Israel-Canada) and related financing

Davis Polk is advising Ultra Clean Holdings, Inc. on its acquisition of Ham-Let (Israel-Canada) Ltd. for approximately $348 million, which includes $287 million of equity value plus $61 million of net debt. The transaction, which is subject to customary closing conditions, is expected to close in the latter part of the first quarter or early in the second quarter of 2021. The transaction is governed by the laws of the State of Israel, and Meitar Law Offices (Israel) is serving as Ultra Clean’s lead legal advisor.

Davis Polk is also advising Ultra Clean with respect to an amendment to its existing $415 million senior secured credit facilities to, among other things, include a committed senior secured incremental term loan B facility of up to $355 million. The incremental term loan, together with cash on hand, will be made available to finance the acquisition, to refinance existing debt of Ham-Let (Israel-Canada) Ltd., and to pay related fees and expenses.

Headquartered in Hayward, California, Ultra Clean is a leading developer and supplier of critical subsystems, ultra-high purity cleaning and analytical services primarily for the semiconductor industry. Ham-Let Group is one of the world's leading companies in development, manufacturing and distribution of industrial flow control systems – connectors, fittings and valves for high pressure and high temperatures transmission systems (gases and liquids).

The Davis Polk corporate team includes partner Alan F. Denenberg and counsel Jason Bassetti. The finance team includes partner Joseph P. Hadley, counsel Jonathan B. Brown and associate Elizabeth Sheerin. Partner Patrick E. Sigmon and associate Joshua J. Micelotta are providing tax advice. Counsel Gregory D. Hughes is providing executive compensation advice. Associate Mark A. Sater is providing regulatory advice. Members of the Davis Polk team are based in the Northern California and New York offices.