M&A - SkyWater Technology, Inc

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Form Type: 10-Q

Filing Date: 2025-05-08

Corporate Action: Acquisition

Type: New

Accession Number: 000181997425000018

Filing Summary: SkyWater Technology, Inc. filed its quarterly report on Form 10-Q for the period ending March 30, 2025. The report details the company's financial performance, showing a net loss of $7,345,000 for the quarter, compared to a loss of $5,729,000 for the same period in the previous year. Key factors affecting the quarterly results include a decrease in revenue from $79,636,000 to $61,296,000, and an increase in cost of revenue. The report discusses an agreement entered into with Spansion LLC on February 25, 2025, for the purchase of membership interests in a company that will be formed to receive certain assets and liabilities related to Infineon Technologies AG's 200 mm fab in Austin, Texas, for a base price of $80 million. The transaction is subject to customary conditions, including regulatory approval and will close no earlier than May 30, 2025. This acquisition represents a significant strategic move for SkyWater, focusing on enhancing its capabilities in semiconductor manufacturing.

Additional details:

Assets Current: 150351


Liabilities Current: 127324


Total Assets: 326763


Total Liabilities: 267327


Shareholders Equity: 59436


Net Loss: 7345


Revenue: 61296


Cost Of Revenue: 47039


Operating Loss: 4022


Interest Expense: 1812


Acquisition Price Base: 80000


Acquisition Payment Close: 55000


Acquisition Payment Deferred: 25000


Deferred Duration Years: 4


Form Type: 8-K

Filing Date: 2025-02-26

Corporate Action: Acquisition

Type: New

Accession Number: 000181997425000007

Filing Summary: On February 25, 2025, SkyWater Technology, Inc. entered into a Membership Interest Purchase Agreement with Spansion LLC to acquire all issued and outstanding membership interests of a limited liability company formed prior to closing, which will receive certain assets and liabilities related to Infineon Technologies AG’s 200 mm fab in Austin, Texas. The total purchase price for the acquisition is approximately $110 million, which includes a base purchase price of $80 million, with $55 million paid at closing, along with an estimated $30 million for working capital, subject to adjustments. The remaining $25 million of the base purchase price will be deferred for four years. The transaction is contingent upon standard closing conditions such as accuracy of representations, performance of obligations, absence of adverse effects, and obtaining U.S. regulatory approval. Closing is not expected before May 30, 2025, and can be terminated under certain conditions. The acquisition will be financed through debt.

Additional details:

Purchase Price: 110000000


Base Purchase Price: 80000000


Initial Payment At Closing: 55000000


Working Capital Payment Estimate: 30000000


Deferred Payment: 25000000


Transaction Closing Date Earliest: 2025-05-30


Financing Method: debt financing


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