Ultra Clean Holdings Intends To Offer $400M Aggregate Principal Amount Of Convertible Senior Notes Due 2031

 Ultra Clean Holdings, Inc. (NASDAQ:UCTT) today announced its intention to offer, subject to market and other conditions, $400 million aggregate principal amount of convertible senior notes due 2031 (the "notes") in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). Ultra Clean also expects to grant the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $60 million principal amount of notes.

Ultra Clean intends to use the net proceeds from the offering as follows:

• to fund the cost of entering into the capped call transactions described below;
• to repurchase up to $40 million of its common stock; and
• the remainder for working capital, prepayment of a portion of the company's outstanding term loan under its amended and restated credit agreement and other general corporate purposes.

If the initial purchasers exercise their option to purchase additional notes, then Ultra Clean intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions, as described below, and the remainder for the purposes described above.