Ultra Clean proposes $400M convertible notes due 2031; to repurchase up to $40M stock

Ultra Clean Holdings, Inc.

Offering of $400M aggregate principal amount of convertible senior notes due 2031, plus $60M greenshoe option.
Notes will mature March 15, 2031; settle conversions in cash and possibly shares; redeemable after March 20, 2029.
Net proceeds to fund capped call transactions, repurchase up to $40M of common stock, prepay term loan, and working capital.
Anticipated amendment to credit agreement to temporarily increase max consolidated total gross leverage ratio to 6.00x.
Capped call transactions expected to reduce potential dilution upon conversion or offset cash payments above principal.

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