8-KAcquisitions & DispositionsMaterial AgreementsFinancial Events+2

ENTEGRIS INC 8-K Report, Material Agreement (Jul 6, 2022)

Filed July 6, 2022For Securities:ENTG

Summary

Entegris, Inc. (ENTG) filed this 8-K on July 6, 2022, to report the completion of its acquisition of CMC Materials, Inc. (CMC) and related financing activities. The company entered into new Senior Secured Credit Facilities totaling $3.070 billion, comprising a $2.495 billion term loan facility and a $575 million revolving credit facility. These facilities, along with proceeds from a $275 million Bridge Credit Facility and previously issued notes, were used to fund the acquisition consideration, related fees and expenses, and to repay existing indebtedness. The new credit facilities and existing notes are secured by substantially all assets of Entegris and its subsidiaries, with a first-priority lien shared on a pari passu basis between the senior secured credit facilities and the senior secured notes. The filing also details the terms of the 364-day Bridge Credit Facility amounting to $275 million. This facility matures one year from the closing date and its proceeds were also used to finance the acquisition. The company has also entered into supplemental indentures to assume obligations related to its previously issued Secured Notes and Unsecured Notes, with its subsidiaries also acting as guarantors. The completion of the merger marks a significant step for Entegris, and the comprehensive financing package addresses the funding requirements of this major transaction.

Key Highlights

  • 1Entegris has successfully completed its acquisition of CMC Materials, Inc.
  • 2New Senior Secured Credit Facilities totaling $3.070 billion have been established, including a $2.495 billion term loan and a $575 million revolving credit facility.
  • 3A 364-day Senior Unsecured Bridge Credit Facility of $275 million was also secured to fund the acquisition.
  • 4The financing package, including the new credit facilities and existing notes, was utilized to finance the merger consideration, transaction expenses, and refinance existing debt.
  • 5The company's obligations under the Credit Facilities and Secured Notes are secured by a first-priority lien on substantially all assets of Entegris and its subsidiaries, on a pari passu basis.
  • 6The Revolving Facility commitments expire on July 6, 2027, with the Initial Term Loan Facility maturing on July 6, 2029.
  • 7Entegris has assumed the obligations of the Escrow Issuer for previously issued Secured Notes and Unsecured Notes, with its subsidiaries acting as guarantors.

Frequently Asked Questions

This 8-K filing primarily announces the completion of Entegris' acquisition of CMC Materials, Inc. and details the significant financing arrangements put in place to fund the transaction, including new credit facilities and the assumption of existing debt obligations.

Entegris has established new Senior Secured Credit Facilities totaling $3.070 billion and a Senior Unsecured Bridge Credit Facility of $275 million. These amounts, combined with other funds, were used for the acquisition.

Entegris' obligations under the Credit Facilities and the Secured Notes are secured by a first-priority lien on substantially all of the assets of Entegris and its subsidiary guarantors. This lien is on a pari passu basis between the credit facilities and the secured notes, as governed by an Equal Priority Intercreditor Agreement.

The Revolving Facility commitments expire on July 6, 2027, and the Initial Term Loan Facility is due and payable on July 6, 2029. The Bridge Credit Facility matures 364 days after the closing date.