8-KMaterial AgreementsOther EventsExhibits & Filings

ENTEGRIS INC 8-K Report, Material Agreement (Mar 26, 2014)

Filed March 26, 2014For Securities:ENTG

Summary

Entegris, Inc. (ENTG) filed an 8-K on March 26, 2014, reporting on a material definitive agreement and other events. The company announced the pricing of a $360 million offering of 6.0% Senior Unsecured Notes due 2022. These notes will be issued under an indenture with Wells Fargo Bank, N.A. as Trustee. A significant detail is that following the closing of Entegris's proposed acquisition of ATMI, Inc., ATMI and its domestic subsidiaries will guarantee these notes. This move indicates Entegris is raising substantial capital, likely to fund its strategic acquisition and potentially to refinance existing debt or support general corporate purposes. Investors should monitor the consummation of the ATMI acquisition and the implications of this new debt on the company's leverage profile.

Key Highlights

  • 1Entegris priced a $360 million offering of 6.0% Senior Unsecured Notes due 2022.
  • 2The offering was completed on March 25, 2014.
  • 3Goldman, Sachs & Co. acted as the representative for the purchasers.
  • 4The notes will be governed by an indenture with Wells Fargo Bank, N.A. as Trustee.
  • 5Post-acquisition of ATMI, Inc., ATMI and its domestic subsidiaries will guarantee these notes.
  • 6This debt issuance is directly linked to the planned acquisition of ATMI, Inc.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report Entegris's entry into a material definitive agreement related to the pricing of its $360 million offering of 6.0% Senior Unsecured Notes due 2022 and to announce this event via a press release.

Following the closing of the ATMI acquisition, ATMI and its domestic subsidiaries will become guarantors of Entegris's obligations under the indenture for these notes. This suggests the acquisition is a key driver for this financing.

The notes carry a coupon rate of 6.0% and mature in 2022.

Investors should consider the increased leverage on Entegris's balance sheet due to the $360 million debt issuance, the terms and conditions of the notes, and the successful integration of ATMI, Inc. The ability of ATMI and its subsidiaries to effectively guarantee the debt post-acquisition is also a factor.