UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 8, 2017
TTM TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 0-31285 | 91-1033443 | ||
| (State of Incorporation) | (Commission File Number) |
(I.R.S. Employer Identification No.) |
| 1665 Scenic Avenue, Suite 250, Costa Mesa, California |
92626 | |
| (Address of principal executive offices) | (Zip Code) |
(714) 327-3000
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report)
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)) |
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 check mark 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. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
Amendment to Credit Facility
In connection with the previously announced acquisition of Anaren Holding Corp. (the “Acquisition”), on December 8, 2017, the Company entered into a Third Amendment (the “Third Amendment”) to amend and restate the Term Loan Credit Agreement (the “TLB Agreement”) dated as of May 31, 2015, as amended by the First Amendment, dated as of September 27, 2016, and the Second Amendment, dated as of September 28, 2017, among the Company, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents thereto. Pursuant to the Amendment, the TLB Agreement was amended to (i) permit the incurrence of an incremental senior secured term loan facility concurrent with or prior to the consummation of the Acquisition, and (ii) make certain other changes to the TLB Agreement.
A copy of the Third Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference thereto. The foregoing description of the amendments to the TLB Agreement pursuant to the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the TLB Agreement as amended by the Third Amendment.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosures in Item 1.01 above are also responsive to this Item 2.03 and are hereby incorporated by reference into this Item 2.03.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits
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: December 14, 2017 | /s/ Daniel J. Weber | |||||
| By: | Daniel J. Weber | |||||
| Senior Vice President, General Counsel & Secretary | ||||||