8-KOther EventsExhibits & Filings

ENTEGRIS INC 8-K Report, Corporate Update (Jun 17, 2022)

Filed June 17, 2022For Securities:ENTG

Summary

Entegris, Inc. (ENTG) announced the pricing of a significant debt offering, specifically $895 million in aggregate principal amount of 5.950% senior unsecured notes due 2030. This offering, through its subsidiary Entegris Escrow Corporation, is a crucial step in financing the previously announced acquisition of CMC Materials, Inc. The net proceeds are earmarked to fund a portion of the cash consideration for the merger, cover related fees and expenses, and repay existing indebtedness of both Entegris and CMC. The notes are initially secured by funds held in escrow and will become senior unsecured obligations of Entegris upon the consummation of the CMC merger, with guarantees from certain domestic subsidiaries. The closing of the notes offering is expected around June 30, 2022, and is not contingent on the merger's completion. The company also notes that if the merger does not close, the notes will be redeemed.

Key Highlights

  • 1Entegris priced $895 million of 5.950% senior unsecured notes due 2030.
  • 2Proceeds will be used to finance the acquisition of CMC Materials, Inc.
  • 3The notes offering is a key component of Entegris' financing strategy for the CMC merger.
  • 4Funds raised will also be used to pay merger-related expenses and repay existing debt.
  • 5The notes are initially secured by escrowed funds and will become unsecured upon merger completion.
  • 6The closing of the notes offering is not dependent on the closing of the CMC merger.
  • 7If the merger fails to close, the notes will be redeemed at the initial offering price plus accrued interest.

Frequently Asked Questions

The primary purpose of this offering is to raise capital to finance a portion of the cash consideration required for Entegris' acquisition of CMC Materials, Inc. The proceeds will also be used to cover associated fees and expenses and to repay existing indebtedness.

This filing specifically relates to the pricing of the notes offering, which is expected to close on or about June 30, 2022. The closing of the notes offering is not contingent on the closing of the CMC merger. Information regarding the merger's closing date is detailed in prior SEC filings and the registration statement for the transaction.

If the merger with CMC Materials is not consummated, Entegris Escrow Corporation will be required to redeem the notes. The redemption price will be equal to the initial offering price of the notes plus any accrued and unpaid interest up to the redemption date.

Initially, the notes are secured by funds deposited into separate escrow accounts. Upon the successful consummation of the merger with CMC Materials, Entegris will assume the obligations, and the notes will become senior unsecured obligations of Entegris, guaranteed by certain domestic subsidiaries.