Ichor Holdings filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
$ICHR
Semiconductors
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 13, 2024
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(510 ) 897-5200
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Item 1.01 Entry into a Material Definitive Agreement
On March 13, 2024, Ichor Holdings, Ltd. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Cowen and Company, LLC and Stifel, Nicolaus & Company, Incorporated, as the representatives for the underwriters named in Schedule I thereto (the “Underwriters”), in connection with the offering of 3,333,334 shares of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), sold by the Company (the “Offering”) at a public offering price of $37.50 per share, less an underwriting discount of $1.5938 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30‑day option to purchase up to 500,000 additional shares of the Ordinary Shares on the same terms.
The Company received net proceeds from the Offering of approximately $118.8 million after deducting underwriting discount and estimated expenses of the Offering. The Company intends to use the net proceeds from the Offering to repay outstanding indebtedness under its revolving credit facility and for general corporate purposes, which may include capital expenditures, potential acquisitions, growth opportunities and strategic transactions.
The Underwriting Agreement contains customary representations, warranties, covenants and conditions. In the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities that could be incurred by them in connection with the Offering.
The Offering is being made pursuant to an effective Registration Statement on Form S‑3ASR (File No. 333‑273825) filed with the Securities and Exchange Commission (the “SEC”) on August 9, 2023. A prospectus supplement relating to the Offering has been filed with the SEC. The closing of the Offering occurred on March 18, 2024.
The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is attached as Exhibit 1.1 to this Report and incorporated herein by reference.
Item 8.01 Other Events
On March 13, 2024, the Company issued a press release announcing that it had priced the Offering. A copy of the press release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference. Maples and Calder (Cayman) LLP has issued an opinion, dated March 18, 2024, to the Company regarding certain legal matters with respect to the Offering, a copy of which is filed as Exhibit 5.1 hereto.
Item 9.01 Financial Statements and Exhibits
| Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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 thereunto duly authorized.
| ICHOR HOLDINGS, LTD. | |||||
| Date: March 18, 2024 | /s/ Greg Swyt | ||||
| Greg Swyt | |||||
| Chief Financial Officer | |||||