Item 8.01. Other Events. On April 16, 2021, Entegris, Inc. (the "Company") issued a news release announcing that it intended to offer $400 million aggregate principal amount of senior unsecured notes due 2029 in a private offering that is exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). Subsequently, on April 16, 2021, the Company issued a news release announcing that it had priced $400 million in aggregate principal amount of 3.625% senior notes due 2029 (the "2029 Notes"). The 2029 Notes will be senior unsecured obligations of the Company and will be guaranteed by certain of its subsidiaries. The sale of the 2029 Notes is expected to close on April 30, 2021, subject to customary closing conditions.

The Company intends to use the net proceeds of the offering, together with cash on hand and $75 million borrowed under the Company's revolving credit facility, to pay the redemption price for the redemption in full of the $550 million aggregate principal amount of senior unsecured notes due 2026 that are currently outstanding and to pay certain fees and expenses related to the offering.

The 2029 Notes will be sold to "qualified institutional buyers" in reliance on Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. The 2029 Notes have not been, and will not be, registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, the 2029 Notes, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.

Copies of the news releases announcing the offering and the pricing of the 2029 Notes are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.


    (d) Exhibits
Exhibit
No.                                                   Description
99.1                    News Release, dated     April 16    , 2021
99.2                    News Release, dated     April 16    , 2021
104                   Cover Page Interactive Data File (embedded within the Inline XBRL document)

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