What is the primary purpose of this 8-K filing?

The primary purpose of this 8-K filing is to formally notify holders of Lam Research's 1.25% Convertible Senior Notes due 2018 and 2.625% Senior Convertible Notes due 2041 about adjustments to the conversion rates of these notes, as required by their governing indentures.

Why would the conversion rate of convertible notes be adjusted?

The conversion rate of convertible notes can be adjusted for various reasons outlined in the indenture, such as stock splits, dividends, recapitalizations, or the occurrence of certain corporate events. These adjustments are designed to protect the value of the conversion option for noteholders.

What is the impact of these adjustments on investors?

For holders of the 2018 and 2041 Notes, these adjustments affect the number of shares of Lam Research common stock they would receive if they choose to convert their notes. The exact impact depends on the specific nature of the adjustment, which is detailed in the respective notices (Exhibits 99.1 and 99.2).

Is this filing subject to Section 18 of the Exchange Act?

No, the information in this Form 8-K, including the exhibits, is being furnished under Item 7.01 (Regulation FD Disclosure) and is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor is it subject to the liability provisions of that section.

LRCX 8-K: Regulation FD

Summary

Lam Research Corporation (LRCX) filed an 8-K on December 15, 2016, to disclose adjustments to the conversion rates of its outstanding convertible senior notes. Specifically, the company issued notices regarding adjustments to the 1.25% Convertible Senior Notes due 2018 and the 2.625% Senior Convertible Notes due 2041. These adjustments are made pursuant to the respective indentures governing these notes. Investors should note that this filing is furnished under Regulation FD and is not deemed "filed" for liability purposes under Section 18 of the Exchange Act, nor will it be incorporated by reference into other filings. The primary takeaway is that there has been a change in the terms relating to these convertible debt instruments, which could impact their future conversion value and the number of shares an investor would receive upon conversion.

Key Highlights

1Lam Research issued notices regarding adjustments to the conversion rates of its 1.25% Convertible Senior Notes due 2018.
2Lam Research issued notices regarding adjustments to the conversion rates of its 2.625% Senior Convertible Notes due 2041.
3The adjustments are made in accordance with the terms of the respective indentures governing these notes.
4The filing was made on December 15, 2016, relating to an event on December 14, 2016.
5The information is furnished under Regulation FD and is not considered "filed" for Section 18 liability.
6The filing does not involve material financial statements or exhibits beyond the notices themselves.

LAM RESEARCH CORP 8-K Report, Regulation FD Disclosure (Dec 15, 2016)

Summary

Key Highlights

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