Thomas H. Lee Partners, L.P. entered into a definitive agreement to acquire Semiconductor Solutions Group Business of Brooks Automation, Inc. (NasdaqGS:BRKS) for $3 billion on September 20, 2021. The consideration is paid in cash and is subject to adjustments for working capital and other items. The Purchaser has obtained equity financing commitments from investment funds affiliated with THL and debt financing commitments from Barclays Bank PLC, Goldman Sachs Bank USA, Credit Suisse AG and Credit Suisse Loan Funding LLC to fund purchase of the Automation Business. The automation business reported approximately $613 million in revenue, operating profit of $125 million and adjusted EBITDA of $146 million in the last twelve months ended June 30, 2021. The semiconductor automation business will transition to the ownership of THL along with the Brooks Automation name and brand. Thomas H. Lee Partners will be required to pay Brooks a termination fee of $150.0 million in cash. The transaction is subject upon satisfaction of customary closing conditions and regulatory approvals, the waiting period under the HSR Act shall have expired or been terminated, certain other governmental and third-party consents. The transaction is expected to close in the first half of calendar year 2022. Transaction proceeds will be used to accelerate growth of life sciences business. 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. Proceeds from the sale, net of taxes, fees and adjustments, are estimated to be approximately $2.4 billion. The company used approximately $50 million of the proceeds from the sale to extinguish the outstanding balance of its term loan facility. In conjunction, Azenta also terminated its revolving line of credit, which had no borrowings outstanding.
Cleary Gottlieb is representing Temasek in its investment in a co-investment vehicle sponsored by Thomas H. Lee Partners L.P. formed for the purpose of providing equity financing in its $3 billion acquisition of Brooks Automation.
In connection with the transaction, Evercore acted as the exclusive financial advisor and Michael L. Fantozzi, Esq., Robert E. Burwell, Esq. and Daniel T. Kajunski, Esq of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. acted as legal counsel to Brooks Automation. Cole Parker; John Kosir; Ted M. Frankel; Gardner Bell; Jerome P. Hughes, Eric J. Wedel, P.C.; Matthew N. Leist; Matthew Kita; Sehj M. Vather; Dean Shulman, P.C.; Liz Allison; Daniel Lewis, P.C.; Matt Darch; Melissa Moreno; Michael A Schulman; Jaime B. Wamble; Maureen D. O'Brien; Theodore D. Brown; Michael G. Falk, P.C.; Lauren Cates; Roberto S. Miceli; Daniel Egel-Weiss; Michael Saretsky; Carleigh Trappe Rodriguez; Donna H. Ni; Mario Mancuso; Luci Hague; Carrie R. Schroll; Erika Krum; Matthew J. Reilly; Stephanie Greco; Matthew S. Wheatley; Sarah Jordan; Matthew Sinclair-Thomson; Sarah K. Lonvick; Jordan Goater of Kirkland & Ellis LLP acted as legal adviser and PricewaterhouseCoopers acted as accounting advisor to THL. Barclays PLC (LSE:BARC) served as a financial advisor for Thomas H. Lee Partners. Cleary Gottlieb Steen & Hamilton LLP actea as a legal advisor in this transaction. J.P Morgan acted as financial advisor to Thomas H lee. Cahill Gordon & Reindel LLP acted as legal advisor to Brooks Automation (Germany) GmbH/Brooks Automation US LLC.

Thomas H. Lee Partners, L.P. completed the acquisition of Semiconductor Solutions Group Business of Brooks Automation, Inc. (NasdaqGS:BRKS) on February 1, 2022.