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).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses