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GTAT > SEC Filings for GTAT > Form 8-K on 21-Nov-2011All Recent SEC Filings




Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On November 18, 2011, GT Advanced Technologies Inc. (the "Company" or "GT") entered into a master confirmation agreement and a transaction confirmation agreement (collectively, the "Agreement") with UBS AG, London Branch ("UBS") to effect an accelerated repurchase of $75 million of the Company's common stock. The shares are being repurchased as part of the Company's previously announced $100 million share repurchase authorization.

Pursuant to the Agreement, GT will pay $75 million (the "Up Front Payment") to UBS on November 21, 2011 and is expected to receive approximately 7.8 million shares of its common stock (the "Initial Shares"), currently estimated to be approximately 80% of the total shares to be repurchased under the Agreement (based on GT's closing share price of $7.67 on November 18, 2011). The Company intends to make the Up Front Payment with its available cash on hand.

The total number of shares ultimately repurchased under the Agreement will be determined upon final settlement. GT will either receive a settlement amount of additional shares of its common stock or, under certain circumstances, be required to remit a settlement amount, payable, at GT's option, in cash or common stock. GT's effective per share repurchase price under the Agreement will be based generally on the volume-weighted average share price of its common stock, less a discount, during a period of up to four months (the "Average Share Price") and the settlement amount will be equivalent to the Up Front Payment divided by the Average Share Price, minus the number of Initial Shares.

The Agreement is subject to terms customary for similar agreements of this type, including but not limited to providing for the effect of extraordinary corporate transactions and setting forth circumstances under which the Agreement may be accelerated, terminated or unwound early.

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