Item 1.01 Entry into a Material Definitive Agreement.

On May 29, 2020, Applied Materials, Inc. ("Applied") completed a registered public offering of senior unsecured notes in the aggregate principal amount of $1.5 billion (collectively, the "Notes"). Applied issued the Notes under an indenture dated as of June 8, 2011 (the "Base Indenture), between Applied and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by a fourth supplemental indenture dated as of May 29, 2020 (the "Fourth Supplemental Indenture" and together with the Base Indenture, the "Indenture"), between Applied and the Trustee establishing the terms and form of the Notes. The Notes consist of the following tranches: $750 million aggregate principal amount of 1.750% senior unsecured notes due 2030 (the "2030 Notes") and $750 million aggregate principal amount of 2.750% senior unsecured notes due 2050 (the "2050 Notes"). Interest is payable on the Notes semi-annually in arrears on June 1 and December 1 of each year, commencing December 1, 2020.

Applied intends to use a portion of the net proceeds to redeem or repay Applied's outstanding $600 million 2.625% senior notes due October 1, 2020 and Applied's outstanding $750 million 4.300% senior notes due June 15, 2021 and the balance for general corporate purposes.

The Indenture contains limited covenants of Applied. The negative covenants limit the ability of Applied and its subsidiaries to incur debt secured by liens on its principal property or on shares of stock of its principal subsidiaries; to engage in sale and lease-back transactions with respect to any principal property; and to consolidate, merge or sell all or substantially all of its assets. Applied may be required to offer to repurchase the Notes upon a change in control and a contemporaneous downgrade of the Notes below an investment grade rating, and it may elect to redeem the Notes in whole or in part at any time, as further specified in the Indenture.

Events of default under the Indenture include a failure to make payments, non-performance of covenants, and bankruptcy and insolvency-related events. Applied's obligations may be accelerated upon an event of default, in which case the entire principal amount of the Notes would become immediately due and payable.

The foregoing description of certain terms of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture, which was filed with the Securities and Exchange Commission on June 8, 2011 as Exhibit 4.1 to the Company's Current Report on Form 8-K and incorporated by reference into the Company's registration statement on Form S-3 (File No. 333-225577), and the Fourth Supplemental Indenture (including the form of note for the Notes), which is filed with this report as Exhibit 4.1, and incorporated herein by reference.

Item 8.01. Other Events.

Cleary Gottlieb Steen & Hamilton LLP, counsel to Applied, has issued an opinion to Applied dated May 29, 2020 regarding the legality of the Notes. A copy of the opinion is filed as Exhibit 5.1 hereto.

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Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.

 Exhibit
   No.           Description

    4.1            Fourth Supplemental Indenture dated May 29, 2020, by and between
                 Applied Materials, Inc. and U.S. Bank National Association.

    4.2            Form of Note for the 2030 Notes (included in Exhibit 4.1 above).


    4.3            Form of Note for the 2050 Notes (included in Exhibit 4.1 above).


    5.1            Opinion of Cleary Gottlieb Steen & Hamilton LLP.

   23.1            Consent of Cleary Gottlieb Steen & Hamilton LLP (included in the
                 opinion filed as Exhibit 5.1 above).

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document).

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