8-KMaterial AgreementsFinancial EventsExhibits & Filings

ENTEGRIS INC 8-K Report, Material Agreement (Apr 15, 2022)

Filed April 15, 2022For Securities:ENTG

Summary

This 8-K filing by Entegris Inc. (ENTG) on April 15, 2022, primarily announces the successful completion of a $1.6 billion offering of 4.750% Senior Secured Notes due 2029. The net proceeds of approximately $1.57 billion are intended to finance a portion of the cash consideration for the previously announced merger with CMC Materials, Inc. ("CMC"), pay associated fees and expenses, and repay certain existing indebtedness of both companies. This debt issuance is a crucial step in Entegris's strategy to acquire CMC Materials, aiming to strengthen its position in the advanced materials sector.

Key Highlights

  • 1Entegris Inc. successfully issued $1.6 billion in aggregate principal amount of 4.750% Senior Secured Notes due 2029.
  • 2Net proceeds from the notes offering amounted to approximately $1.57 billion.
  • 3The primary use of proceeds is to finance the acquisition of CMC Materials, Inc.
  • 4The notes mature on April 15, 2029, with semi-annual interest payments.
  • 5The offering was conducted as a private placement exempt from registration requirements under the Securities Act of 1933.
  • 6The filing incorporates information regarding the creation of a direct financial obligation, referencing the material definitive agreement.
  • 7The company also provides a cautionary note on forward-looking statements related to the merger and its business operations.

Frequently Asked Questions

The primary purpose of the 4.750% Senior Secured Notes due 2029 is to help finance a portion of the cash consideration required for Entegris's previously announced merger with CMC Materials, Inc. The proceeds will also be used to cover related fees and expenses and to repay existing indebtedness.

The notes carry a fixed interest rate of 4.750% per year, payable semi-annually. They will mature on April 15, 2029, unless redeemed or repurchased earlier.

The acquisition of CMC Materials will be funded through a combination of sources, including the proceeds from this $1.6 billion notes offering, borrowings under a senior unsecured bridge facility and/or a senior secured first lien term loan B facility, and existing cash on hand.

No, the notes were offered and sold in a private offering exempt from the registration requirements of the Securities Act of 1933. They were offered to qualified institutional buyers in the U.S. and non-U.S. investors outside the U.S.