Davis Polk Advises Ultra Clean Holdings, Inc. on Its Acquisition of Quantum Global Technologies, LLC and Related Financing

Davis Polk advised Ultra Clean Holdings, Inc. on its acquisition of Quantum Global Technologies, LLC (“QGT”) for $342 million in cash, subject to post-closing adjustments, and up to $15 million of potential cash earn-out payments if QGT achieves certain specified revenue levels in 2019.

Davis Polk also advised Ultra Clean with respect to a $350 million first-lien term loan credit facility and a $65 million first-lien revolving credit facility provided by Barclays Bank PLC and HSBC Bank USA in connection with the acquisition. The proceeds of the term loan facility, together with cash on hand, was used at closing to finance the acquisition, to refinance existing indebtedness of Ultra Clean and QGT, and to pay related fees and expenses. After the closing date, the proceeds of the revolving credit facility will be used to provide ongoing working capital and for other general corporate purposes.

Headquartered in Hayward, California, Ultra Clean is a leading developer and supplier of critical subsystems for the semiconductor and display capital equipment industries. QGT is a leading provider of ultra-high purity outsourced process tool chamber parts cleaning and coating, surface treatment and analytical services to the semiconductor and related industries.

The Davis Polk corporate team included partner Alan F. Denenberg, counsel Jason Bassetti and associate Lucas Tejwani. The finance team included partner Joseph P. Hadley and associates Jonathan B. Brown, Mehak Rashid and Christina C. Bell. Partner Rachel D. Kleinberg provided tax advice. Partner Frank J. Azzopardi provided intellectual property and technology advice. Partner Veronica M. Wissel provided executive compensation advice. Members of the Davis Polk team are based in the Northern California and New York Offices.