Item 1.01 Entry into Material Definitive Agreement.
On
The material terms of and conditions of the Notes are set forth in an Officer's Certificate (the "Officer's Certificate").
The Notes bear interest at a rate of 3.300% per year and will mature on
KLA may redeem an applicable series of Notes, in whole or in part, at any time or from time to time, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes of such series matured on the applicable Par Call Date (as defined below) (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 20 basis points for the Notes, plus accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the date of redemption.
In addition, KLA may redeem any Notes on or after the applicable Par Call Date at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. The Notes are unsecured and rank equally in right of payment with all of KLA's other unsecured senior indebtedness.
"Par Call Date" means
In addition, KLA may be required to repurchase the Notes upon the occurrence of a change of control triggering event, as set forth in the Indenture.
The Indenture contains limited affirmative and negative covenants of KLA. The negative covenants restrict the ability of KLA and certain of its subsidiaries to incur liens on principal property (as defined in the Indenture); to engage in sale and lease-back transactions with respect to any principal property; and the ability of KLA to consolidate, merge or convey, transfer or lease all or substantially all of its properties and assets.
The Indenture contains customary events of default, following the occurrence and continuance of which, the trustee or the holders of not less than 25% in aggregate principal amount of such series of Notes then outstanding may declare the principal of such series of Notes and any accrued and unpaid interest through the date of such declaration immediately due and payable.
KLA intends to use the net proceeds of the offering of the Notes to redeem
The foregoing description of certain terms of the Indenture, the Officer's
Certificate and the Notes does not purport to be complete and is qualified in
its entirety by reference to the full text of the Indenture, which is filed as
Exhibit 4.1 to KLA's Current Report on Form 8-K filed on
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated herein by reference.
Item 8.01 Other Events.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 4.1 Indenture, datedNovember 6, 2014 , by and betweenKLA Corporation (f/k/aKLA-Tencor Corporation ) andWells Fargo Bank, National Association , as Trustee, filed as Exhibit 4.1 toKLA Corporation's Current Report on Form 8-K as filed with theSEC onNovember 7, 2014 4.2 Form of Officer's Certificate setting forth the terms of the Notes (with form of Note attached) 4.3 Form of Note forKLA Corporation's 3.300% Notes due 2050 (incorporated by reference from Exhibit 4.2 hereto) 5.1 Opinion ofWilson Sonsini Goodrich & Rosati , Professional Corporation 23.1 Consent ofWilson Sonsini Goodrich & Rosati , Professional Corporation (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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