Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Implementation Agreement
On April 1, 2022, the Company, Atotech and Atotech Manufacturing entered into an
amendment to the Implementation Agreement (the "Amendment"), providing for
additional time for the satisfaction of certain closing conditions set forth in
the Implementation Agreement, including approval of the Acquisition by the Royal
Court of Jersey and receipt of certain antitrust regulatory approvals
("Clearances"), such that the Long Stop Date (as defined in the Implementation
Agreement) shall be extended from March 31, 2022 to September 30, 2022.
In addition, the Amendment amends certain provisions related to obtaining the
Clearances, the timing of the closing date and the obligations of the parties
with respect to the debt financing contemplated in connection with the
Acquisition and provides for the automatic termination of the Implementation
Agreement if the closing has not occurred by the Long Stop Date.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by reference to the full text of the Amendment, a
copy of which is being filed as Exhibit 2.1 hereto and is incorporated herein by
reference.
Commitment Letter
In connection with the Amendment, the Company entered into a new debt commitment
letter (the "Commitment Letter"), dated as of April 1, 2022, with JPMorgan Chase
Bank, N.A. ("JPMorgan") and Barclays Bank PLC ("Barclays" and, together with
JPMorgan, the "Commitment Parties"), pursuant to which, among other things, the
Commitment Parties have committed to provide the Company with (i) a new senior
secured term loan B credit facility consisting of a $4.25 billion U.S. Dollar
term loan B and (ii) a new senior secured term loan A credit facility consisting
of a $1 billion U.S. Dollar term loan A, in each case to finance, in part, the
Acquisition. In addition, the Commitment Parties have committed under the
Commitment Letter to provide the Company with a new senior secured revolving
credit facility with aggregate total commitments of $500 million, which may be
used to finance, in part, the Acquisition, the payment of fees and expenses in
connection with the Acquisition, for working capital and for general corporate
purposes. The new senior secured term loan credit facilities and new senior
secured revolving credit facility would replace the Company's existing term loan
credit facility and revolving credit facility, respectively. The Commitment
Parties' obligations under the Commitment Letter are subject to certain
customary conditions, including, without limitation, the consummation of the
Acquisition in accordance with the Implementation Agreement and the accuracy of
specified representations and warranties of the Company.
The foregoing description of the Commitment Letter does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Commitment Letter, a copy of which is being filed as Exhibit 10.1 hereto and is
incorporated herein by reference.
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Item 1.02 Termination of a Material Definitive Agreement.
Termination of Prior Commitment Letter
In connection with the entry into the Commitment Letter, the Company terminated
that certain commitment letter, dated as of July 1, 2021, by and among the
Company, JPMorgan Chase Bank, N.A., Barclays Bank PLC and the additional
commitment parties subsequently joined as parties thereto (the "Prior Commitment
Letter"). The material terms and conditions of the Prior Commitment Letter were
disclosed in the Current Report on Form 8-K filed by the Company on July 2, 2021
and are incorporated by reference herein. No early termination penalties were
incurred by the Company in connection with the termination.
Item 7.01 Regulation FD Disclosure.
On April 1, 2022, the Company issued a press release providing an update on the
pending Acquisition. A copy of the press release is attached as Exhibit 99.1 to
this Current Report. The information in this Item 7.01 of this Current Report on
Form 8-K, including the press release attached hereto as Exhibit 99.1, is being
furnished pursuant to Item 7.01 and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that Section, nor shall it be deemed incorporated
by reference into any filing under the Securities Act of 1933, as amended,
except as expressly set forth in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Exhibit
2.1 Amendment to Implementation Agreement, dated April 1, 2022, by
and among Atotech Limited, MKS Instruments, Inc. and Atotech
Manufacturing, Inc.
10.1 Commitment Letter, by and among MKS Instruments, Inc., JPMorgan
Chase Bank, N.A. and Barclays Bank PLC, dated as of April 1, 2022
99.1 Press Release dated April 1, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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