Monitor for pricing details of the notes offering, final terms including interest rate and conversion price, and whether the share repurchase and credit agreement amendment are completed. The capped call transactions may reduce dilution risk if the stock price rises.
Price Chart
Executive Summary
Ultra Clean Holdings announced a proposed $400 million private offering of Convertible Senior Notes due 2031, with an option for up to $60 million additional notes. The company plans to use the proceeds to fund capped call transactions, repurchase up to $40 million of its common stock, and for general corporate purposes including debt prepayment and working capital. The offering is subject to market conditions and not yet consummated.
Key Facts
- Proposed offering of $400 million aggregate principal amount of Convertible Senior Notes due 2031, with a $60 million option for additional notes
- Proceeds to be used to fund capped call transactions, repurchase up to $40 million of common stock, and for general corporate purposes including term loan prepayment
- Company expects to amend credit agreement to increase maximum consolidated total gross leverage ratio to 6.00 to 1.00 for a specified period
- Offering is private, to qualified institutional buyers under Rule 144A, and not yet consummated
- Capped call transactions expected to reduce potential dilution upon conversion of the notes
Financial Impact
Up to $460 million in convertible debt issuance, $40 million in share repurchases, and potential leverage ratio increase to 6.00 to 1.00
Risk Factors
- Offering may not be consummated due to market conditions
- Convertible notes create potential future dilution if stock price exceeds conversion price
- Increase in leverage ratio may signal tighter financial covenants or financial stress
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0000950103-26-002636 |
| Document: dp242108_ex9901.htm | 0000950103-26-002636 |
| Document: 0000950103-26-002636-index-headers.html | 0000950103-26-002636 |
| Document: 0000950103-26-002636-index.html | 0000950103-26-002636 |
| Document: 0000950103-26-002636.txt | 0000950103-26-002636 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Aug 14, 2026 7w ago | 8-K | $84.93 $66.39 | ▲ +21.83% | ▲ +19.84% | $76.30 (+10.16%) |
Aug 14, 2026 7w ago | 424B5 | $84.93 $66.39 | ▲ +21.83% | ▲ +19.84% | $76.30 (+10.16%) |
Aug 3, 2026 8w ago | Press Release | $84.54 $65.11 | ▼ −22.98% | ▼ −21.75% | $76.30 (−9.75%) |
Jun 9, 2026 16w ago | Insider Cluster | $90.90 $106.19 | ▲ +16.82% | ▲ +13.20% | $76.30 (−16.06%) |
Jun 9, 2026 16w ago | Insider Cluster | $90.90 $106.19 | ▲ +16.82% | ▲ +13.20% | $76.30 (−16.06%) |
Jun 8, 2026 16w ago | Insider Cluster | $91.88 $90.78 | ▼ −1.20% | ▼ −2.64% | $76.30 (−16.96%) |
Jun 4, 2026 17w ago | Insider Cluster | $82.07 $105.53 | ▲ +28.59% | ▲ +26.72% | $76.30 (−7.03%) |
May 27, 2026 18w ago | 144 | $87.29 $118.82 | ▲ +36.12% | ▲ +39.27% | $76.30 (−12.59%) |
May 19, 2026 19w ago | Insider Cluster | $76.98 $111.61 | ▲ +44.99% | ▲ +44.00% | $76.30 (−0.88%) |
May 1, 2026 21w ago | 10-Q/A | $73.11 $84.70 | ▲ +15.85% | ▲ +10.21% | $76.30 (+4.36%) |
US Market Status
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