Davis Polk advised Ultra Clean Holdings, Inc. on the completion of its acquisition of Ham-Let (Israel-Canada) Ltd. for approximately $351 million, which included $284 million of equity value plus $67 million of net debt, which closed on March 31, 2021. The transaction was governed by the laws of the State of Israel, and Meitar Law Offices (Israel) served as Ultra Clean’s lead legal adviser.
Davis Polk also advised Ultra Clean with respect to an amendment to its existing senior secured credit facilities to, among other things, (i) refinance and reprice its approximately $273 million existing term loan facility and (ii) obtain a $355 million senior secured incremental term loan B facility. The incremental term loan, together with cash on hand, was 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 included partner Alan F. Denenberg and counsel Jason Bassetti. The finance team included partner Joseph P. Hadley, counsel Jonathan B. Brown and associate Elizabeth Sheerin. Partner Patrick E. Sigmon and associate Joshua J. Micelotta provided tax advice. Associate Mark A. Sater provided regulatory advice. Members of the Davis Polk team are based in the Northern California and New York offices.