8-KMaterial AgreementsFinancial EventsOther Events+1

LAM RESEARCH CORP 8-K Report, Material Agreement (Mar 4, 2019)

Filed March 4, 2019For Securities:LRCX

Summary

Lam Research Corporation (LRCX) filed an 8-K report on March 4, 2019, announcing the completion of a significant public offering of senior unsecured notes totaling $2.5 billion. This offering comprised $750 million in 3.750% Senior Notes due 2026, $1 billion in 4.000% Senior Notes due 2029, and $750 million in 4.875% Senior Notes due 2049. The notes were issued under an existing indenture supplemented by a Third Supplemental Indenture executed on the same date. This substantial debt issuance indicates the company's strategic financial management, likely aimed at funding operations, potential acquisitions, or refinancing existing debt. Investors should note the specific interest rates and maturity dates for each tranche of notes, as well as the conditions for redemption and a potential repurchase obligation triggered by a change of control event coupled with a below investment grade rating. The notes rank equally with other senior unsecured debt but are subordinate to any subsidiary obligations.

Key Highlights

  • 1Lam Research completed a $2.5 billion public offering of senior unsecured notes.
  • 2The offering includes three tranches: $750M (3.750% due 2026), $1B (4.000% due 2029), and $750M (4.875% due 2049).
  • 3The notes are governed by an Indenture, supplemented by a Third Supplemental Indenture dated March 4, 2019.
  • 4The company has redemption options for all note series, including 'make-whole' premiums before certain dates.
  • 5A change of control triggering event (change of control + below investment grade rating) will require a repurchase offer at 101% of principal.
  • 6The notes are senior unsecured obligations and rank equally with other senior unsecured debt.
  • 7The proceeds are intended for general corporate purposes, as indicated by the nature of the filing.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce Lam Research Corporation's completion of a $2.5 billion public offering of senior unsecured notes across three different maturity dates (2026, 2029, and 2049).

The offering consists of $750 million of 3.750% Senior Notes due March 15, 2026, $1 billion of 4.000% Senior Notes due March 15, 2029, and $750 million of 4.875% Senior Notes due March 15, 2049. Interest is payable semi-annually.

Investors have protection through redemption rights, including a 'make-whole' premium under certain conditions before maturity. Additionally, upon a 'change of control triggering event' (defined as a change of control combined with the notes being rated below investment grade), the company must offer to repurchase the notes at 101% of their principal amount plus accrued interest.

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