8-KMaterial AgreementsExhibits & Filings

ENTEGRIS INC 8-K Report, Material Agreement (Feb 13, 2019)

Filed February 13, 2019For Securities:ENTG

Summary

Entegris, Inc. (ENTG) filed an 8-K on February 13, 2019, to report on a material definitive agreement, specifically an amendment to its Credit Agreement dated November 8, 2018. This First Amendment, entered into on February 8, 2019, primarily pertains to the company's financing arrangements in anticipation of the Versum Merger. Key changes include an increase in the Applicable Rate for its senior secured first lien term loan B facility by 0.25% upon the closing of the Versum Merger, setting it at 2.25% for Eurodollar borrowings. The amendment also facilitates the assumption of certain existing indebtedness of Versum as part of the merger integration. Additionally, Entegris terminated a $987 million incremental term loan commitment from Morgan Stanley, which had been in place to backstop this amendment and an amendment to Versum's debt.

Key Highlights

  • 1Entegris entered into an Amendment No. 1 to its Credit Agreement on February 8, 2019, affecting its financing related to the Versum Merger.
  • 2The amendment increases the Applicable Rate for the senior secured first lien term loan B facility by 0.25% upon the consummation of the Versum Merger.
  • 3Post-merger, the Applicable Rate for Eurodollar borrowings under this facility will be 2.25%.
  • 4The First Amendment allows for the assumption of certain existing indebtedness of Versum as part of the merger.
  • 5Entegris terminated a $987 million incremental term loan commitment from Morgan Stanley Senior Funding, Inc.
  • 6This commitment was intended to backstop the First Amendment and an amendment to Versum's existing debt.
  • 7The filing includes Exhibit 10.1, the full text of the First Amendment to the Credit Agreement.

Frequently Asked Questions

The First Amendment's primary purpose is to modify Entegris's existing credit agreement to accommodate the upcoming Versum Merger. It adjusts borrowing costs and permits the assumption of Versum's debt as part of the transaction.

Upon the successful closing of the Versum Merger, the interest rate (Applicable Rate) for Entegris's senior secured first lien term loan B facility will increase by 0.25%. Specifically, for Eurodollar borrowings, the rate will become 2.25%.

Entegris terminated the $987 million incremental term loan commitment from Morgan Stanley because it was no longer needed. This commitment served as a backstop for the First Amendment and an amendment to Versum's debt, and upon their finalization, the backup financing was no longer required.

No, this filing (Item 1.01) is primarily to report the entry into a material definitive agreement. While it references financial aspects like borrowing rates, it does not include detailed financial statements or pro forma information related to the merger. Such details would typically be found in subsequent filings or the merger proxy statement.