8-KMaterial AgreementsFinancial EventsOther Events+1

LAM RESEARCH CORP 8-K Report, Material Agreement (Mar 12, 2015)

Filed March 12, 2015For Securities:LRCX

Summary

Lam Research Corporation (LRCX) filed an 8-K on March 12, 2015, to report the completion of a public offering of senior unsecured notes. The company successfully raised $1 billion by issuing $500 million in 2.750% Senior Notes due March 15, 2020, and $500 million in 3.800% Senior Notes due March 15, 2025. This offering was conducted under an effective registration statement, indicating the company's proactive approach to capital management and its ability to access public debt markets. These notes represent a significant increase in the company's long-term debt. Investors should note that the notes are senior unsecured obligations, ranking equally with other senior unsecured debt, but are effectively subordinated to any subsidiary indebtedness. The filing also details the terms of redemption, including provisions for "make-whole" premiums and redemption at par, as well as a change of control provision requiring a repurchase offer at 101% of the principal amount under specific conditions. This capital raise likely supports ongoing business operations, potential acquisitions, or research and development initiatives, providing financial flexibility for the company.

Key Highlights

  • 1Completion of a public offering of $1 billion in senior unsecured notes.
  • 2Issued $500 million in 2.750% Senior Notes due March 15, 2020.
  • 3Issued $500 million in 3.800% Senior Notes due March 15, 2025.
  • 4The offering was made under the company's effective Form S-3 registration statement.
  • 5Notes are senior unsecured obligations, ranking pari passu with other senior unsecured debt.
  • 6Includes provisions for redemption at par or with a "make whole" premium prior to maturity.
  • 7A change of control triggering event requires the company to offer to repurchase notes at 101% of principal.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report the material event of Lam Research Corporation completing a significant public offering of senior unsecured notes, raising a total of $1 billion.

Lam Research issued two series of notes: $500 million of 2.750% Senior Notes due March 15, 2020, and $500 million of 3.800% Senior Notes due March 15, 2025. Both series are senior unsecured obligations and include provisions for redemption and a change of control repurchase offer.

The notes are Lam Research's senior unsecured obligations and rank equally with its other outstanding senior unsecured debt. However, they are effectively subordinated to any existing or future indebtedness or liabilities of its subsidiaries.

In the event of a "change of control triggering event" (defined as a change of control coupled with a below investment grade rating of the notes), Lam Research is required to make an offer to repurchase the notes from holders at a price equal to 101% of the principal amount, plus accrued and unpaid interest.