TTM Technologies, Inc. Announces Private Placement Offering of Senior Secured Notes Due 2023
January 20 2015 - 7:30AM
TTM Technologies, Inc. (Nasdaq:TTMI) ("TTM") today announced,
subject to market conditions, a proposed offering of up to $350.0
million in aggregate principal amount of senior secured notes due
2023 (the "notes"). TTM intends to deposit the gross proceeds from
the offering into an escrow account, and upon the satisfaction of
certain conditions, including but not limited to the consummation
of the previously announced proposed acquisition of Viasystems
Group, Inc. ("Viasystems"), use such proceeds, together with
borrowings under TTM's proposed senior secured term loan facility
and cash on hand, to finance such acquisition, to repay existing
indebtedness, and to pay related fees and expenses.
The notes and the related guarantees will be offered in the
United States only to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the "Securities Act"), and outside the United
States to non-U.S. persons in accordance with Regulation S under
the Securities Act. The notes and the related guarantees have not
been registered under the Securities Act or any state securities
laws, and may not be offered or sold in the United States absent
registration under the Securities Act or an applicable exemption
from registration requirements.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sales of the notes and related guarantees in any jurisdiction
in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of any
such jurisdiction.
About TTM
TTM Technologies, Inc. is a major global PCB manufacturer,
focusing on quick-turn and technologically advanced PCBs and the
backplane and sub-system assembly business. TTM stands for
time-to-market, representing how TTM's time-critical, one-stop
manufacturing services enable customers to shorten the time
required to develop new products and bring them to market.
About Viasystems
Viasystems Group, Inc. is a technology leader and a worldwide
provider of complex multi-layer printed circuit boards ("PCBs") and
electro-mechanical solutions ("E-M Solutions"). Its PCBs serve as
the "electronic backbone" of almost all electronic equipment, and
its E-M Solutions products and services include integration of PCBs
and other components into finished or semi-finished electronic
equipment, for which it also provides custom and standard metal
enclosures, cabinets, racks and sub-racks, backplanes and busbars.
Viasystems' approximately 14,300 employees around the world serve
over 1,000 customers in the automotive, industrial &
instrumentation, computer and datacommunications,
telecommunications, and military and aerospace end markets.
Forward-Looking Statements
Certain statements in this communication may constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements relate to
a variety of matters, including but not limited to: the ability to
complete the notes offering; the ability to enter into the new
senior secured credit facilities; the timing and consummation of
the proposed acquisition; the ability of the parties to consummate
the proposed acquisition and the satisfaction of the conditions
precedent to consummation of the proposed acquisition, including
the ability to secure regulatory approvals in a timely manner or at
all; and other statements that are not historical fact. These
statements are made on the basis of the current beliefs,
expectations and assumptions of the management of TTM regarding
future events and are subject to significant risks and
uncertainties, many of which are beyond the control of
TTM. Such statements are predictions, and actual events or
results may differ materially.
Additional factors that may cause results to differ materially
from those described in the forward-looking statements are set
forth in the Annual Report on Form 10-K of TTM Technologies, Inc.
for the year ended December 30, 2013, which was filed with the
Securities and Exchange Commission (the "SEC") on February 21,
2014, under the heading "Item 1A. Risk Factors" and in the
Annual Report on Form 10-K of Viasystems Group, Inc. for the year
ended December 31, 2013, which was filed with the SEC on February
14, 2014, under the heading "Item IA. Risk Factors," and in
each company's other filings made with the SEC available at the
SEC's website at www.sec.gov.
TTM does not undertake any obligation to update any such
forward-looking statements to reflect any new information,
subsequent events or circumstances, or otherwise, except as may be
required by law.
CONTACT: Todd Schull
Chief Financial Officer
714-327-3000
Lisa Laukkanen
Investor Relations
The Blueshirt Group
415-217-4967
lisa@blueshirtgroup.com
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