Davis Polk is advising Ultra Clean Holdings, Inc. on its acquisition of Quantum Global Technologies, LLC for approximately $342 million in cash, subject to post-closing adjustments, and up to $15 million of potential cash earn-out payments if QGT achieves certain specified revenue levels in 2019. The transaction, which is subject to customary closing conditions, is expected to close in the third quarter of 2018.

Davis Polk is also advising Ultra Clean with respect to approximately $400 million in committed first-lien credit facilities in connection with the acquisition. The proceeds of the senior credit facilities, together with cash on hand, will be used at closing to finance the acquisition, to refinance existing indebtedness of the company and to pay related fees and expenses. After the closing date, the proceeds of the credit facilities will be used to provide ongoing working capital and for other general corporate purposes.

Headquartered in Hayward, California, Ultra Clean is a leading developer and supplier of critical subsystems for the semiconductor and display capital equipment industries. QGT is a leading provider of ultra-high purity outsourced parts cleaning, process tool part recoating, surface treatment and analytical services to the semiconductor and related industries.

The Davis Polk corporate team includes partner Alan F. Denenberg, counsel Jason Bassetti and associate Lucas Tejwani. The finance team includes partner Joseph P. Hadley and associates Jonathan B. Brown and Nathan Huynh. Partner Rachel D. Kleinberg is providing tax advice. Partners Frank J. Azzopardi is providing intellectual property and technology advice. Partner Veronica M. Wissel is providing executive compensation advice. Counsel David A. Zilberberg is providing environmental advice. Members of the Davis Polk team are based in the Northern California and New York offices.

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