M&A - SkyWater Technology, Inc
Form Type: 8-K
Filing Date: 2025-07-03
Corporate Action: Acquisition
Type: New
Accession Number: 000119312525155467
Filing Summary: On June 30, 2025, SkyWater Technology, Inc. entered into an Amendment to the Membership Interest Purchase Agreement with Spansion LLC, amending the Purchase Agreement from February 25, 2025. The Amendment increases the purchase price by $18 million and removes a $25 million payment previously associated with a supply agreement. This pertains to SkyWater's acquisition of Spansion Fab 25, LLC, which involves significant assets related to Infineon Technologies AG's operations. Additionally, the company completed the acquisition on June 30, 2025, for a total estimated price of $93 million, paid in cash. This transaction included a base price of $73 million and approximately $20 million for working capital, subject to adjustments. The document also describes a new Loan and Security Agreement providing for a $350 million revolving credit line, which will support the acquisition and cover expenses incurred during the transaction.
Additional details:
Membership Interest Purchase Agreement Amendment Date: 2025-06-30
Purchase Price Increase: $18 million
Original Purchase Agreement Date: 2025-02-25
Total Acquisition Price: $93 million
Base Purchase Price: $73 million
Working Capital Adjustment: $20 million
Loan Agreement Amount: $350 million
Loan Agreement Maturity Date: 2030-06-30
Minimum Ebitda Required: $10 million
Minimum Liquidity Required: $70 million
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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