Subsequent Events |
6 Months Ended |
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Jun. 29, 2025 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Acquisition of Spansion Fab 25, LLC On June 30, 2025, the Company completed the acquisition of all of the issued and outstanding membership interests of Spansion Fab 25, LLC, a newly formed limited liability company that received, pursuant to a pre-closing restructuring, substantially all of the property, plant and equipment and employees and certain other assets and liabilities related to Infineon Technologies AG’s 200 mm fab in Austin, Texas (the “Transaction”), pursuant to the amended Membership Interest Purchase Agreement, with Spansion LLC (the “Seller”), an affiliate of Infineon Technologies AG. In connection with the Transaction, the Company entered into a corresponding multi-year wafer supply agreement with an affiliate of the Seller. The Transaction is expected to enhance SkyWater’s capabilities in foundational semiconductor manufacturing and strengthen its strategic position within North America’s semiconductor ecosystem. The purchase price for the Transaction was approximately $93 million, all of which was paid in cash at the closing of the Transaction, comprised of a base purchase price of $73 million plus a payment for working capital of approximately $20 million, which is subject to adjustment. The Company will account for the Transaction as a purchase of a business under the acquisition method of accounting. The Company is currently evaluating the preliminary purchase price allocation, including the fair values of assets acquired and liabilities assumed. As such, financial effects of the acquisition cannot be reasonably estimated at this time and certain disclosures have been excluded. The Company expects to complete the preliminary purchase price allocations relating to this acquisition in the third quarter of fiscal year 2025. In connection with the Transaction, the Company entered into a multi-year supply agreement with certain of Infineon’s Technologies AG’s subsidiaries which includes minimum wafer loading commitments under a take-or-pay clause for the first three years. In addition, as part of the Transaction, the Company agreed to lease a portion of the acquired office space back to Infineon Technologies AG for $1.2 million annually through June 2029, after which the rent will be adjusted based on fair market value escalators Amended and Restated Loan and Security Agreement In connection with the completion of the Transaction, on June 30, 2025, the Company entered into an Amended and Restated Loan and Security Agreement (the “Amended Loan Agreement”), with Siena Lending Group LLC as agent and the other lenders and parties thereto. The Amended Loan Agreement amends, restates and replaces the prior Loan Agreement. The Amended Loan Agreement provides for a revolving line of credit of up to $350 million with a scheduled maturity date of June 30, 2030. Proceeds of borrowings under the Amended Loan Agreement were initially used to refinance all indebtedness owing to the lenders under the prior Loan Agreement, to fund the purchase price for the Transaction and to pay the fees, costs, and expenses incurred in connection with the Transaction, the Amended Loan Agreement, and the transactions contemplated thereby, and thereafter, may be used for working capital purposes, for equipment, and for such other purposes as specifically permitted pursuant to the terms of the Amended Loan Agreement. The Company’s obligations under the Amended Loan Agreement are secured by substantially all of their assets and guaranteed by the Company as further described in the Amended Loan Agreement. One, Big, Beautiful Bill Act The One Big Beautiful Bill Act (the “Act”) was signed into law on July 4, 2025. The Act contains significant tax law changes with various effective dates affecting business taxpayers. Among the tax law changes, the Act increases the Section 48D credit for semiconductor manufacturing facilities from 25% to 35% for property placed in service after 2025. Additionally, the Act contains provisions that are expected to impact the Company related to the timing of certain tax deductions including depreciation expense, R&D expenditures, and interest expense. The Company will record the effect of the tax law changes in the third quarter of 2025. The Company does not anticipate any material impact to its overall tax expense recorded as a result of the Act
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