Summary
Entegris, Inc. (ENTG) announced on April 6, 2022, the pricing of a $1.6 billion offering of 4.750% senior secured notes due 2029 by its subsidiary, Entegris Escrow Corporation. The net proceeds are intended to finance a portion of the cash consideration for the previously announced merger with CMC Materials, Inc. (CMC), pay related fees and expenses, and repay existing indebtedness of both companies. The notes are expected to close on or about April 14, 2022, and their closing is independent of the merger closing. Initially, the notes will be secured by amounts deposited into an escrow account. Upon consummation of the merger, Entegris will assume the obligations, and the notes will become guaranteed by certain domestic subsidiaries and secured by liens on the same collateral as the senior secured first lien term loan B facility. If the merger does not close, Entegris Escrow Corporation is obligated to redeem the notes at par plus accrued interest. The offering was made to qualified institutional buyers and persons outside the United States in reliance on Rule 144A and Regulation S, respectively.
Key Highlights
- 1Entegris priced $1.6 billion in 4.750% senior secured notes due 2029.
- 2Proceeds are earmarked to fund the acquisition of CMC Materials, Inc.
- 3The notes offering closing is not contingent on the merger closing.
- 4If the merger fails, the notes will be redeemed at 100% of principal plus accrued interest.
- 5Upon merger completion, notes will be guaranteed by Entegris and CMC subsidiaries and secured by specific collateral.
- 6The offering targeted qualified institutional buyers and was made in reliance on Rule 144A and Regulation S.