8-KRegulation FDOther EventsExhibits & Filings

ENTEGRIS INC 8-K Report, Regulation FD Disclosure (Apr 4, 2022)

Filed April 4, 2022For Securities:ENTG

Summary

Entegris, Inc. (ENTG) filed an 8-K on April 4, 2022, primarily to disclose information related to a "Notes Offering" and to furnish pro forma financial statements concerning its pending merger with CMC Materials, Inc. The company announced its intention to offer senior secured notes due 2029. The net proceeds from this offering, combined with existing credit facilities, are earmarked for financing a portion of the cash consideration for the CMC Materials merger, covering associated fees and expenses, and refinancing existing indebtedness of both companies. The notes will initially be secured by funds held in escrow and, upon the merger's completion, will become senior secured obligations of Entegris, guaranteed by certain subsidiaries and secured by collateral shared with the company's term loan facility.

Key Highlights

  • 1Entegris announced an offering of Senior Secured Notes due 2029.
  • 2Proceeds from the Notes Offering will be used to fund the CMC Materials merger, related expenses, and refinance existing debt.
  • 3The Notes Offering is part of the financing strategy for the acquisition of CMC Materials.
  • 4The notes will initially be secured by escrowed funds and will transition to being secured by Entegris' assets post-merger.
  • 5The filing includes unaudited pro forma condensed combined financial statements for Entegris and CMC Materials for the year ended December 31, 2021, reflecting the anticipated merger's impact.
  • 6Information regarding the Notes Offering was disclosed to prospective investors, as detailed in Exhibit 99.1.

Frequently Asked Questions

This 8-K filing primarily serves to disclose information regarding Entegris' intention to offer Senior Secured Notes due 2029 and to provide unaudited pro forma financial statements that illustrate the estimated effects of the pending merger with CMC Materials, Inc.

The net proceeds from the Notes Offering are intended to finance a portion of the cash consideration for the merger with CMC Materials, pay fees and expenses related to the merger and financing transactions, and refinance certain existing indebtedness of both Entegris and CMC Materials.

Initially, the notes will be senior secured obligations of Entegris Escrow Corporation, secured by the amounts deposited in an escrow account. Upon the consummation of the merger, Entegris will assume these obligations, and the notes will become guaranteed by certain domestic subsidiaries and secured by liens on collateral that also secures the term loan facility.

Investors can find unaudited pro forma condensed combined financial statements for the year ended December 31, 2021, in Exhibit 99.2 of this filing. Additionally, the company refers investors to its registration statement (Form S-4) and other SEC filings for comprehensive information regarding the merger.