Item 1.01. Entry into a Material Definitive Agreement.
The information disclosed in Item 2.01 below under "Completion of the Sale of
the Semiconductor Automation Business" with respect to the leases filed as
Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and "Amendment
to Purchase Agreement" is incorporated into this Item 1.01.
Item 1.02. Termination of a Material Definitive Agreement.
The information disclosed in Item 2.01 below under "Extinguishment of Debt" is
incorporated into this Item 1.02.
Item 2.01. Completion of an Acquisition or Disposition of Assets.
Completion of the Sale of the Semiconductor Automation Business
On February 1, 2022, Azenta, Inc. ("Azenta") completed the previously disclosed
sale of its semiconductor automation business (referred to herein as the
"Automation Business") pursuant to an Equity Interest Purchase Agreement, dated
September 20, 2021 (the "Purchase Agreement"), with Altar BidCo, Inc. (the
"Purchaser"), an affiliate of Thomas H. Lee Partners, L.P., for $3.0 billion in
cash, subject to customary adjustments as set forth in the Purchase Agreement,
including adjustments based on the working capital, cash and indebtedness of the
Automation Business as of the closing date (the "Disposition"). The Automation
Business is a leading automation provider and partner to the global
semiconductor manufacturing industry which provides advanced, high precision,
high throughput robots, vacuum automation systems, contamination control
systems, and reticle storage solutions to the global semiconductor capital
equipment industry.
In connection with the transactions contemplated by the Purchase Agreement,
Azenta completed an internal restructuring to transfer or contribute all of its
Automation Business assets and operations to entities that were transferred to
the Purchaser or an affiliate thereof under the Purchase Agreement.
In connection with the closing of the Disposition, Azenta and the Purchaser
entered into certain other agreements, including a transition services
agreement, pursuant to which each party will provide the other party with
certain transition services related to finance and accounting, information
technology, human resources, compliance, facilities, legal and research and
development support, for time periods ranging from three to 24 months following
such closing and a transitional trademark license agreement allowing Azenta to
use the Brooks name and logo for limited purposes during a 24-month transition
period following the Disposition.
In addition, in connection with the closing of the Disposition, Azenta entered
into two separate lease agreements with the Purchaser for leases back to Azenta
of portions of the facilities at 11 and 15 Elizabeth Drive in Chelmsford,
Massachusetts, which facilities were sold to the Purchaser under the Purchase
Agreement. Each lease provides for a term of 24 months, which may be terminated
earlier by Azenta upon 90 days' notice to the Purchaser, and an aggregate base
rent of $83,000 per month. The lease for 11 Elizabeth Drive covers 8,450 square
feet of a combination of office and laboratory space and the lease for 15
Elizabeth Drive covers 17,800 square feet of office space, which serves as
Azenta's corporate headquarters. The foregoing description of the leases does
not purport to be complete and is subject to, and qualified in its entirety by
reference to, the leases, copies of which are filed as Exhibit 10.1 and Exhibit
10.2 to this Current Report on Form 8-K and are incorporated herein by
reference.
Proceeds
Azenta expects the net cash proceeds from the sale of the Automation Business to
be approximately $2.4 billion, after adjustments and deducting taxes and other
items.
Extinguishment of Debt
Azenta used $50.1 million of the proceeds from the Disposition to extinguish its
outstanding balance at February 1, 2022 of the $200.0 million term loan facility
under its credit agreement, as amended, with Morgan Stanley Senior Funding,
Inc., JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC and to terminate
the term loan facility. The term loan facility was governed by the Credit
Agreement, dated October 4, 2017 (filed as Exhibit 10.25 to Azenta's Annual
Report on Form 10-K for the fiscal year ended September 30, 2017 filed on
November 17, 2017), the Incremental Amendment, dated November 15, 2019 (filed as
Exhibit 10.1 to Azenta's Current Report on Form 8-K filed on November 15, 2018),
Amendment No. 2, dated February 15, 2019 (filed as Exhibit 10.1 to Azenta's
Current Report on Form 8-K filed on February 22, 2019), and the Guarantee and
Security Agreement, dated October 4, 2017 (filed as Exhibit 10.26 to Azenta's
Annual Report on Form 10-K for the fiscal year ended September 30, 2017 filed on
November 17, 2017); each of which is incorporated herein by reference.
In addition, upon the closing of the Disposition, Azenta terminated its
revolving line of credit under its credit agreement, as amended, with Wells
Fargo Bank, N.A. and JPMorgan Chase Bank, N.A., which provided for a revolving
credit facility of up to $75.0 million. There were no borrowings under the
revolving line of credit at the time of its termination. Azenta paid the lenders
a fee of approximately $160,000 in connection with the termination of the
revolving line of credit. The revolving line of credit was governed by the
Credit Agreement, dated May 26, 2016 (filed as Exhibit 10.2 to Azenta's
Quarterly Report on Form 10-Q for the for the quarter ended June 30, 2016 filed
on July 28, 2016), the Consent and First Amendment to Credit Agreement, dated
October 4, 2017 (filed as Exhibit 10.24 to Azenta's Annual Report on Form 10-K
for the fiscal year ended September 30, 2017 filed on November 17, 2017), and
the Guarantee and Security Agreement, dated May 26, 2016 (filed as Exhibit 10.3
to Azenta's Quarterly Report on Form 10-Q for the for the quarter ended June 30,
2016 filed on July 28, 2016); each of which is incorporated herein by reference.
Amendment to Purchase Agreement
In connection with the closing of the Disposition, on January 31, 2022, Azenta
entered into the First Amendment to the Equity Interest Purchase Agreement (the
"Amendment") with the Purchaser, to, among other things, (1) deem certain
liabilities of the Automation Business as "Indebtedness" under the Purchase
Agreement, (2) address treatment of certain foreign cash amounts of the
Automation Business, (3) allow for the survival of an intercompany loan, (4)
clarify certain ongoing obligations to provide access to books and records, and
(5) clarify the treatment of certain employment related payments. The foregoing
description of the Amendment does not purport to be complete and is subject to,
and qualified in its entirety by reference to, the Amendment, a copy of which is
filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Both David E. Jarzynka, President, Brooks Semiconductor Solutions Group, and
David Pietrantoni, Vice President, Finance and Corporate Controller and
Principal Accounting Officer, continued with the Automation Business and, as a
result, their employment with Azenta ended as of the closing of the Disposition
on February 1, 2022.
As a result of Mr. Pietrantoni's departure, Azenta appointed Vandana Sriram, age
48, Azenta's current Vice President, Finance, and Corporate Controller, as
Azenta's Principal Accounting Officer, effective as of the closing of the
Disposition.
Ms. Sriram joined Azenta Life Sciences in September 2021 as Vice President,
Finance and Corporate Controller. Prior to joining Azenta, Ms. Sriram worked
for over 20 years at General Electric, where she most recently was the leader of
financial planning and analysis (FP&A) in their Aviation division. She also held
roles as chief financial officer for GE Additive, global controller for GE
Aviation, and the FP&A leader for GE's Middle East, North Africa, and Turkey
region. Prior to GE, she spent five years in public accounting at Arthur
Andersen.
Item 8.01. Other Events.
On February 1, 2022, Azenta issued a press release, a copy of which is attached
as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by
reference, announcing the closing of the Disposition.
Item 9.01. Financial Statements and Exhibits.
(b) Pro forma financial information
Azenta has omitted the inclusion of any pro forma financial information herein
with respect to the sale of the Automation Business as it has previously
reported the results of the disposed Automation Business as discontinued
operations and reported the assets and liabilities of the Automation Business as
held for sale for all historical periods beginning with its Annual Report on
Form 10-K for the fiscal year ended September 30, 2021 filed with the Securities
and Exchange Commission on November 24, 2021.
(d) Exhibits
EXHIBIT
NUMBER DESCRIPTION
2.1 First Amendment to the Equity Interest Purchase Agreement, dated
January 31, 2022, by and between Azenta, Inc. and Altar BidCo, Inc.
10.1 Standard Commercial Lease (11 Elizabeth Drive, Chelmsford,
Massachusetts), dated February 1, 2022, by and between Azenta, Inc. and
Altar BidCo, Inc.
10.2 Standard Commercial Lease (15 Elizabeth Drive, Chelmsford,
Massachusetts), dated February 1, 2022, by and between Azenta, Inc. and
Altar BidCo, Inc.
99.1 Press release issued on February 1, 2022 by Azenta, Inc.
104 Cover Page Interactive Data File (embedded within the iXBRL (Inline
eXtensible Business Reporting Language) document).
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