Item 1.02 Termination of a Material Definitive Agreement.

The description contained under the Introductory Note above is hereby incorporated by reference in its entirety into this Item 1.02.

On July 6, 2022, in connection with the consummation of the Merger, CMC repaid all amounts outstanding under and terminated that certain Credit Agreement, dated as of November 15, 2018 (as amended), by and among CMC Materials, Inc., as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the "Credit Agreement"). Upon termination of the Credit Agreement, all the guarantees of CMC's and its subsidiaries' obligations under the Credit Agreement were terminated and all liens granted to secure CMC's and its subsidiaries' obligations under or in connection with the Credit Agreement were released.

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Item 2.01 Completion of Acquisition or Disposition of Assets.

The description contained under the Introductory Note above is hereby incorporated by reference into this Item 2.01.

The description of the effects of the Merger Agreement and the transactions contemplated by the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to CMC's Form 8-K, filed with the Securities and Exchange Commission (the "Commission") on December 16, 2021 and which is incorporated herein by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The description contained under the Introductory Note, Item 3.03, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

In connection with the consummation of the Merger, on July 6, 2022, CMC notified the NASDAQ that the Merger had closed and requested that the NASDAQ (1) suspend trading of CMC Common Stock, (2) remove CMC Common Stock from listing on the NASDAQ prior to the open of trading on July 6, 2022, and (3) file with the SEC a notification of delisting of CMC Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result, CMC Common Stock will no longer be listed on the NASDAQ.

Additionally, Entegris, as successor to CMC, intends to file with the Commission certifications on Form 15 under the Exchange Act requesting the deregistration of CMC Common Stock under Section 12(g) of the Exchange Act and the suspension of CMC's reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as practicable.

Item 3.03. Material Modification of Rights of Security Holders.

The description contained under the Introductory Note, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

In connection with the Merger and at the Effective Time, holders of CMC Common Stock immediately prior to such time ceased to have any rights as stockholders in CMC (other than their right to receive the Merger Consideration pursuant to the Merger Agreement).

Item 5.01. Change in Control of Registrant.

The description contained under the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Pursuant to the Merger Agreement, at the Effective Time, Merger Sub was merged with and into CMC, with CMC continuing as the surviving corporation and becoming a wholly owned subsidiary of Entegris.

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger, each of William P. Noglows, David H. Li, Richard S. Hill, Barbara A. Klein, Paul J. Reilly, Susan M. Whitney, Geoffrey Wild and Anne K. Roby ceased to be members of the board of directors of CMC (the "Board"), and any committee thereof, effective as of the Effective Time.

Immediately following the Effective Time and in accordance with the Merger Agreement and CMC's Certificate of Incorporation and bylaws, the following directors were appointed to the Board: Bertrand Loy, Gregory B. Graves and Joseph Colella.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The description contained under the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Pursuant to the terms of the Merger Agreement, at the Effective Time, CMC's certificate of incorporation and bylaws were amended and restated in their entirety. The Third Amended and Restated Certificate of Incorporation and Fifth Amended and Restated Bylaws of CMC are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.   Description of Exhibit

  2.1         Agreement and Plan of Merger, dated as of December 14, 2021, by and
              among CMC Materials, Inc., Entegris, Inc. and Yosemite Merger Sub, Inc.
              (incorporated by reference to Exhibit 2.1 to CMC's Current Report on
              Form 8-K, filed with the Securities and Exchange Commission on December
              16, 2021).
  3.1         Third Amended and Restated Certificate of Incorporation of CMC
              Materials, Inc.
  3.2         Fifth Amended and Restated Bylaws of CMC Materials, Inc.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

† Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The

registrant hereby undertakes to furnish supplementally copies of any of the

omitted schedules upon request by the Commission.

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