Item 1.01 Entry into Material Definitive Agreement
On February 19, 2020, KLA Corporation, a Delaware corporation ("KLA"), entered
into an underwriting agreement (the "Underwriting Agreement"), dated as of
February 19, 2020, by and among KLA and Citigroup Global Markets Inc., J.P.
Morgan Securities LLC, and Wells Fargo Securities, LLC as representatives of the
several underwriters named therein (the "Underwriters"), relating to the
issuance and sale by KLA of $750,000,000 aggregate principal amount of 3.300%
Senior Notes due 2050 (the "Notes"). The Notes were issued and sold in a public
offering pursuant to KLA's registration statement (the "Registration Statement")
on Form S-3 (File No. 333-222827), including the prospectus contained therein,
filed with the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended, a preliminary prospectus supplement dated
February 19, 2020 and a related final prospectus supplement dated February 19,
2020. The transaction is expected to close on February 28, 2020.
The Underwriting Agreement includes customary representations, warranties and
covenants by KLA. Under the terms of the Underwriting Agreement, KLA has agreed
to indemnify the Underwriters against certain liabilities.
KLA intends to use approximately $523.8 million of the net proceeds from this
offering to redeem $500.0 million in aggregate principal amount of its
outstanding 4.125% Senior Notes due 2021, and the remaining net proceeds for
general corporate purposes, which may include the repayment of amounts
outstanding under its existing credit agreement.
The description of the Underwriting Agreement contained herein is qualified in
its entirety by reference from the Underwriting Agreement filed as Exhibit 1.1
to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events
On February 19, 2020, KLA issued a press release (the "Launch Press Release")
announcing its proposed offering of senior notes pursuant to the Registration
Statement. A copy of the Launch Press Release is filed herewith as Exhibit 99.1
and is incorporated herein by reference.
On February 19, 2020, KLA issued a press release (the "Pricing Press Release")
announcing the pricing of its offering of $750,000,000 aggregate principal
amount of the Notes. A copy of the Pricing Press Release is filed herewith as
Exhibit 99.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit
No. Description
1.1 Underwriting Agreement, dated as of February 19, 2020, by and
among KLA Corporation and Citigroup Global Markets Inc., J.P. Morgan
Securities LLC, and Wells Fargo Securities, LLC as representatives
of the several underwriters named therein.
99.1 Launch Press Release, dated February 19, 2020.
99.2 Pricing Press Release, dated February 19, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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