Ichor Holdings Enters Material Definitive Agreement

TL;DR

ICHR signed a big deal, filing shows. Details scarce, but it's material.

AI Summary

On March 13, 2024, Ichor Holdings, Ltd. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company also reported other events and filed financial statements and exhibits. The filing was made on March 18, 2024.

Why It Matters

This filing indicates a significant new agreement for Ichor Holdings, Ltd., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could carry significant implications for the company's future, but the lack of specific details makes the exact risk level uncertain.

Key Players & Entities

• ICHOR HOLDINGS, LTD. (company) — Registrant
• March 13, 2024 (date) — Date of earliest event reported
• March 18, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — registered Ordinary Shares, par value $0.0001 ICHR The NASDAQ Stock Market LLC Indi
• $37.50 — ffering") at a public offering price of $37.50 per share, less an underwriting discoun
• $1.5938 — share, less an underwriting discount of $1.5938 per share. Under the terms of the Under
• $118.8 million — eeds from the Offering of approximately $118.8 million after deducting underwriting discount a

Filing Documents

• ichr-20240313.htm (8-K) — 33KB
• ex-11_underwritingxagreeme.htm (EX-1.1) — 288KB
• ex-51_2024xmaplesxopinion.htm (EX-5.1) — 42KB
• ex-991_24q1xpressrelease.htm (EX-99.1) — 13KB
• ex-992_24q1xitem14otherexp.htm (EX-99.2) — 7KB
• image_0a.jpg (GRAPHIC) — 20KB
• image_1a.jpg (GRAPHIC) — 37KB
• 0001628280-24-011645.txt ( ) — 654KB
• ichr-20240313.xsd (EX-101.SCH) — 2KB
• ichr-20240313_lab.xml (EX-101.LAB) — 21KB
• ichr-20240313_pre.xml (EX-101.PRE) — 12KB
• ichr-20240313_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On March 13, 2024, Ichor Holdings, Ltd. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Cowen and Company, LLC and Stifel, Nicolaus & Company, Incorporated, as the representatives for the underwriters named in Schedule I thereto (the "Underwriters"), in connection with the offering of 3,333,334 shares of the Company's ordinary shares, par value $0.0001 per share (the "Ordinary Shares"), sold by the Company (the "Offering") at a public offering price of $37.50 per share, less an underwriting discount of $1.5938 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30day option to purchase up to 500,000 additional shares of the Ordinary Shares on the same terms. The Company received net proceeds from the Offering of approximately $118.8 million after deducting underwriting discount and estimated expenses of the Offering. The Company intends to use the net proceeds from the Offering to repay outstanding indebtedness under its revolving credit facility and for general corporate purposes, which may include capital expenditures, potential acquisitions, growth opportunities and strategic transactions. The Underwriting Agreement contains customary representations, warranties, covenants and conditions. In the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities that could be incurred by them in connection with the Offering. The Offering is being made pursuant to an effective Registration Statement on Form S3ASR (File No. 333273825) filed with the Securities and Exchange Commission (the "SEC") on August 9, 2023. A prospectus supplement relating to the Offering has been filed with the SEC. The closing of the Offering occurred on March 18, 2024. The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is attached as

01 Other Events

Item 8.01 Other Events On March 13, 2024, the Company issued a press release announcing that it had priced the Offering. A copy of the press release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference. Maples and Calder (Cayman) LLP has issued an opinion, dated March 18, 2024, to the Company regarding certain legal matters with respect to the Offering, a copy of which is filed as Exhibit 5.1 hereto.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits Exhibit Number Description 1.1 Underwriting Agreement, dated March 1 3 , 2024 , among Ichor Holdings, Ltd. and Cowen and Company, LLC and Stifel, Nicolaus & Company, Incorporated , as the representatives for the underwriters named in Schedule I thereto. 5.1 Opinion of Maples and Calder (Cayman) LLP. 23.1 Consent of Maples and Calder (Cayman ) LLP (included in Exhibit 5.1). 99.1 Press Release, dated March 1 3 , 2024 . 99.2 Information relating to Part II, Item 14. "Other Expenses of Issuance and Distribution" of Ichor Holdings, Ltd. 's automatic shelf registration statement on Form S-3 (File No. 333-273825). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ICHOR HOLDINGS, LTD. Date: March 18, 2024 /s/ Greg Swyt Greg Swyt Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR