Davis Polk advised Ultra Clean Holdings, Inc. in connection with its acquisition of American Integration Technologies LLC for approximately $74 million in cash (excluding working capital adjustments) and the issuance of 4.5 million shares of Ultra Clean’s common stock. Upon the closing of the acquisition on July 3, 2012, American Integration became a subsidiary of Ultra Clean.

Davis Polk also advised Ultra Clean as borrower in connection with its new $80 million senior secured credit facility, consisting of a $40 million term loan and a $40 million revolving credit facility. The proceeds from the term loan and revolving credit facility were used to fund, in part, the acquisition, and to refinance certain existing debt of Ultra Clean. Silicon Valley Bank is the administrative agent under the credit facility and Silicon Valley Bank and U.S. Bank National Association were joint lead arrangers for the facility.

Headquartered in Hayward, California, Ultra Clean is a developer and supplier of critical subsystems for the semiconductor capital equipment, medical device, energy, research and flat panel industries. American Integration is a supplier of critical subsystems to the semiconductor, medical, alternative energy, industrial and aerospace industries.

The Davis Polk corporate team included partner Alan F. Denenberg and associates Jason Bassetti and Danielle Moore Burton. The credit team included partner Lawrence E. Wieman, counsel David R. Wiles, associate Xin Yu and law clerk Mhairi Collins Immermann. Partner Rachel D. Kleinberg provided tax advice. Counsel Erin K. Cho provided benefits advice. Counsel Stephen M. Pepper provided antitrust advice. Members of the Davis Polk team are based in the Menlo Park and New York offices.



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