Did Semitool CEO have to say goodbye to planes for deal to happen?

November 20, 2009

Earlier this week, Applied Materials (AMAT) announced that it was acquiring Semitool (SMTL) in a $364 million all-cash deal.

As we’ve footnoted before, Semitool had an interesting side-deal with CEO Ray Thompson that had the company leasing several planes and an aircraft hangar from separate companies owned or controlled by Thompson. Given Semitool’s size, the arrangement, which in 2006 had the company paying Thompson $3.2 million, seemed a tad excessive.

Fast forward to yesterday, and this SC 14D-9 filed. Here’s the relevant part:

Semitool leases two airplanes and an aircraft hangar from limited liability companies wholly owned by its Chairman and Chief Executive Officer, Mr. Raymon Thompson pursuant to three separate leases. Under these lease agreements and a fourth lease agreement for an additional aircraft, which lease was terminated in July 2009, the Company made rental payments aggregating $1,891,157 during the fiscal year ended September 30, 2009. Mr. Thompson has access to the aircraft for personal use. On July 1, 2009, in addition to the termination of the lease referred to above, the parties amended the two remaining aircraft leases to decrease the lease payments due by the Company to Mr. Thompson.

Semitool’s current lease payments aggregate to $34,100 per month. The lease terms are month-to-month. The terms of the lease agreements were based on comparable information on lease rates received from independent aircraft leasing dealers and finance entities for similar aircraft. Semitool believes that these lease agreements are on terms no less favorable to Semitool than could have been obtained from an unaffiliated party.

So here’s the question: was this something that the company and or Thompson did voluntarily or was it done as part of the merger negotiations? We’ve certainly seen a few other examples lately of companies that are doing the buying requiring the buyee to give up perks or severance or both. But is that the case here?

Leave a Reply

You must be logged in to post a comment.