Short answer
Ultra Clean Holdings, Inc. (UCTT) filed an 8-K current report with the SEC on March 3, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 2.03 (Creation of a Direct Financial Obligation), Item 3.02 (Unregistered Sales of Equity Securities). $600M 0% convertible senior notes due March 2031 issued; includes full exercise of $75M greenshoe by initial purchasers.
Ultra Clean Holdings, Inc. 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- $600M 0% convertible senior notes due March 2031 issued; includes full exercise of $75M greenshoe by initial purchasers
- Conversion price ~$84.75/share (11.8001 shares per $1,000 principal); callable by company at par from March 2029 if stock trades >130% of conversion price
- Zero coupon = no cash interest burden, but company must repay full $600M principal at maturity unless converted or redeemed early
- Capped call transactions purchased for ~$25.1M; cap price $104.07/share (75% premium to Feb 26 stock price), limiting dilution on conversion
- Net proceeds ~$575M after capped call cost; material liquidity injection likely for debt refinancing, capex, or M&A: strategic use of proceeds not disclosed in this item
Item 2.03 · Creation of a Direct Financial Obligation
- Item 2.03 covers new debt or financial commitments: the filing text is cut off before disclosing any terms
- Full details (amount, rate, maturity, purpose) would be in the complete 8-K filing on SEC EDGAR
Item 3.02 · Unregistered Sales of Equity Securities
- Convertible Notes issued via Rule 144A private placement to qualified institutional buyers
- Maximum 10,089,120 common shares issuable upon conversion, representing meaningful potential dilution
- Initial max conversion rate of 16.8152 shares per $1,000 principal amount, subject to anti-dilution adjustments
- Conversion shares exempt under Securities Act Section 3(a)(9): no additional registration required
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
Other Ultra Clean Holdings, Inc. 8-K filings
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