8-KRegulation FDExhibits & Filings

LAM RESEARCH CORP 8-K Report, Regulation FD Disclosure (Sep 16, 2015)

Filed September 16, 2015For Securities:LRCX

Summary

Lam Research Corporation (LRCX) filed an 8-K on September 15, 2015, to disclose adjustments to the conversion rates of its outstanding convertible senior notes. These adjustments are related to its 0.50% Convertible Senior Notes due 2016, 1.25% Convertible Senior Notes due 2018, and 2.625% Senior Convertible Notes due 2041. The company distributed notices to the respective noteholders detailing these changes as per the terms of the governing indentures. These adjustments to conversion rates can impact the potential dilution to existing shareholders if the notes are converted into common stock. Investors should review the specific details of the notices (Exhibits 99.1, 99.2, and 99.3) to understand the exact nature of the rate changes and their implications for the outstanding convertible debt and potential future share count.

Key Highlights

  • 1Lam Research (LRCX) filed an 8-K on September 15, 2015, to announce adjustments to convertible note conversion rates.
  • 2The filing pertains to three series of convertible senior notes: 0.50% due 2016, 1.25% due 2018, and 2.625% due 2041.
  • 3Notices of these conversion rate adjustments were distributed to the respective noteholders.
  • 4The adjustments are made in accordance with the terms outlined in the indentures for each series of notes.
  • 5The provided exhibits (99.1, 99.2, 99.3) contain the specific details of these conversion rate adjustments.
  • 6The information is provided under Regulation FD and is not deemed 'filed' for liability purposes under Section 18 of the Exchange Act.

Frequently Asked Questions

The main purpose of this 8-K filing is to inform investors and holders of Lam Research's convertible senior notes that the company has adjusted the conversion rates for these notes. This is a procedural disclosure required by the terms of the indentures governing these debt instruments.

Conversion rates of convertible notes can be adjusted for various reasons outlined in the indenture, such as stock splits, dividends, or other corporate events. These adjustments are designed to protect the value of the conversion option for the noteholders or to account for changes in the company's capital structure.

Adjustments to conversion rates can affect the potential dilution to existing shareholders. If the conversion rate is adjusted downwards (meaning fewer shares per note), it might suggest a less immediate dilution risk, while an upward adjustment (more shares per note) could signal higher future dilution. Investors should examine the specific notices to understand the precise impact.

The specific details of the conversion rate adjustments for each series of notes are provided in the exhibits attached to this 8-K filing: Exhibit 99.1 for the 2016 Notes, Exhibit 99.2 for the 2018 Notes, and Exhibit 99.3 for the 2041 Notes.