Item 1.01. Entry into a Material Definitive Agreement.
4.375% Senior Unsecured Notes due 2028
On April 30, 2020, Entegris, Inc. (the "Company") issued $400,000,000 aggregate
principal amount of 4.375% senior unsecured notes due April 15, 2028 (the "2028
Notes"). The 2028 Notes were issued under an indenture dated as of April 30,
2020 (the "2028 Notes Indenture") by and among the Company, certain subsidiaries
of the Company and Wells Fargo Bank, National Association, as trustee (the "2028
Notes Trustee"). Interest on the 2028 Notes is payable semi-annually in arrears
on April 15 and October 15 of each year, commencing on October 15, 2020.
The 2028 Notes will be guaranteed, jointly and severally, fully and
unconditionally, on a senior unsecured basis, by the Company's existing and
future domestic subsidiaries, other than certain excluded subsidiaries, to the
extent that such entities guarantee indebtedness under the Company's senior
secured term loan facility and senior secured revolving credit facility
(together, the "Senior Secured Credit Facilities") or the Company's 4.625%
Senior Unsecured Notes dues 2026 (the "2026 Notes") and any other subsidiary of
the Company to the extent it incurs certain additional indebtedness
(collectively, the "Guarantors").
The 2028 Notes and the guarantees thereof are the Company's and the Guarantors'
senior unsecured obligations, respectively, and will (i) rank equally in right
of payment with all of the Company's and the Guarantors' existing and future
senior indebtedness (including the 2026 Notes); (ii) rank senior to any
subordinated indebtedness that the Company or the Guarantors may incur; (iii) be
effectively subordinated to all of the Company's or the Guarantors' existing and
future secured indebtedness (including its Senior Secured Credit Facilities), in
each case, to the extent of the value of the assets securing such indebtedness;
and (iv) be structurally subordinated in right of payment to all existing and
future obligations of the Company's subsidiaries that do not guarantee the 2028
At any time prior to April 15, 2023, the Company may, at its option, on any one
or more occasions, redeem up to 40% of the aggregate principal amount of the
2028 Notes, at a redemption price equal to 104.375% of the principal amount of
the 2028 Notes redeemed, plus accrued and unpaid interest, if any, to, but not
including, the date of redemption, with an amount of cash equal to the net cash
proceeds of an equity offering, as defined in the 2028 Notes Indenture, by the
Company; provided that (1) at least 60% of the aggregate principal amount of
2028 Notes issued under the 2028 Notes Indenture remains outstanding immediately
after the occurrence of each such redemption; and (2) the redemption occurs
within 120 days of the date of the closing of such equity offering.
Additionally, at any time prior to April 15, 2023, the 2028 Notes may be
redeemed, in whole or in part, at the option of the Company, at a redemption
price equal to 100% of the principal amount of the 2028 Notes redeemed, plus a
"make whole" premium, plus accrued and unpaid interest to, but not including,
the applicable redemption date.
On or after April 15, 2023, the Company may on any one or more occasions redeem
all or a part of the 2028 Notes, at its option, at the redemption prices
(expressed as percentages of principal amount) set forth below, plus accrued and
unpaid interest, if any, on the 2028 Notes redeemed, to, but not including, the
applicable date of redemption, if redeemed during the 12-month period beginning
on April 15 of the years indicated below:
2023 102.188 %
2024 101.094 %
2025 and thereafter 100.000 %
Change of Control Repurchase Event
Upon the occurrence of certain change of control events accompanied by certain
ratings events, the Company will be required to offer to repurchase all of the
outstanding 2028 Notes at a purchase price of 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, to, but not including, the
date of repurchase.
The 2028 Notes Indenture that governs the 2028 Notes contains covenants that,
among other things, limit the Company's ability and/or the ability of the
Company's subsidiaries to:
• incur liens;
• engage in sale and leaseback transactions; and
• consolidate, merge with or convey, transfer or lease all or substantially
all of the Company's and its subsidiaries' assets to another person.
The 2028 Notes Indenture also, subject to certain exceptions, limits the ability
of any non-Guarantor subsidiary of the Company to incur indebtedness.
These covenants are subject to a number of other limitations and exceptions as
set forth in the 2028 Notes Indenture.
Events of Default
The 2028 Notes Indenture provides for events of default which, if certain of
them occur, would permit the 2028 Notes Trustee or the holders of at least 25%
in aggregate principal amount of the then outstanding 2028 Notes to declare the
principal of, and interest or premium, if any, and any other monetary
obligations on, all the then-outstanding 2028 Notes to be due and payable
The foregoing description of the 2028 Notes Indenture and the 2028 Notes is
qualified in its entirety by reference to the complete terms and conditions of
the 2028 Notes Indenture, a copy of which is filed herewith as Exhibit 4.1 and
is incorporated herein by reference.
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 of this Current Report on Form 8-K is
incorporated by reference into this Item 2.03.
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