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ENTRY INTO A MATERIAL DEFINITIVE

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

SIGNATURES

EXHIBIT INDEX

-i-

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Item1.01. Entry into a Material Definitive Agreement

Amended and Restated Credit Agreement

On November10, 2015, Lam Research Corporation, a Delaware corporation (the Company), entered into an Amendment and Restatement Agreement (the Amendment and Restatement Agreement), with JPMo rgan Chase Bank, N.A., as administrative agent, and the lenders party thereto, which amends and restates the Companys existing unsecured Credit Agreement, dated as of March12, 2014 (as amended by Amendment No.1, dated as of March5, 2015, the Existing Credit Agreement) in the form attached as Exhibit A to the Amendment and Restatement Agreement. The Existing Credit Agreement, as amended and restated by the Amendment and Restatement Agreement, is referred to herein as the Restated Credit Agreement.

The Restated Credit Agreement provides for an increase to the Companys revolving unsecured credit facility, from $300 million under the Existing Credit Agreement to $750 million under the Restated Credit Agreement. The facility provides for a sublimit for borrowing in certain foreign currencies, and a sublimit for the issuance of letters of credit on the Companys or its subsidiaries behalf. The facility provides for an expansion option that will allow the Company, subject to certain requirements, to request an increase in the facility of up to an additional $250 million, for a potential total commitment of $1 billion. The facility matures on November10, 2020 (the Restated Credit Agreement Maturity Date). The proceeds of the loans may be used by the Company for general corporate purposes. As of November10, 2015, no amount was outstanding under this facility.

The loans under the Restated Credit Agreement bear interest, at the Companys option, at (x)a base rate determined in accordance with the Restated Credit Agreement, plus a spread of 0.00% to 0.50%, or (y)a LIBOR rate plus a spread of 0.90% to 1.50%, in each case with such spread determined based on the rating of the Companys non-credit enhanced, senior unsecured long-term debt. Principal, together with all accrued and unpaid interest, is due and payable on the Restated Credit Agreement Maturity Date. Additionally, the Company has agreed to pay the lenders a commitment fee at a quarterly rate that varies depending on the Companys rating as described above.

The Restated Credit Agreement contains customary affirmative and negative covenants. Affirmative covenants include, among other things, delivery of financial statements, compliance certificates and notices; maintenance of properties and insurance; preservation of existence; and compliance with applicable laws and regulations. Negative covenants include, among other things, limitations on liens; limitations on subsidiary indebtedness; limitations on mergers, consolidations and sales of assets; changes in the nature of the business; and limitations on affiliate transactions. The Restated Credit Agreement also contains financial covenants that require the Company to maintain (i)a consolidated debt to capitalization ratio of no more than 0.50 to 1.00 (the Capitalization Covenant), provided that, until and including the earlier of (x)the end of the first two consecutive full fiscal quarters following the Amendment and Restatement Agreements closing date that the Company is in compliance with the Capitalization Covenant and (y)December31, 2017, if the Company is not in compliance with the Capitalization Covenant, the Company will be deemed not to have violated the Capitalization Covenant so long as the Companys consolidated debt to adjusted EBITDA ratio is less than or equal to 4.50 to 1.00 for the period of four fiscal quarters then ended, and (ii)liquidity of no less than $1.0 billion, in each case determined in accordance with the Restated Credit Agreement.

The Restated Credit Agreement also contains customary events of default including, among other things, payment defaults, breaches of covenants or representations and warranties, cross-defaults with certain other indebtedness, bankruptcy and insolvency events and change in control of the Company, subject to grace periods in certain instances. Upon an event of default, the lenders may declare all or a portion of the outstanding obligations payable by the Company to be immediately due and payable and exercise other rights and remedies provided for under the Restated Credit Agreement.

Certain of the lenders under the Restated Credit Agreement and their respective affiliates are currently performing, have performed, and may in the future perform, various commercial banking, investment banking, and other financial advisory services for the Company and its subsidiaries, for which they have received, and will receive, customary fees and expenses.

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The foregoing description of the Restated Credit Agreement is qualified in its entirety by reference to the complete terms and conditions of the Restated Credit Agreement, which is attached as Exhibit A to the Amendment and Restatement Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Term Loan Agreement

On November10, 2015, the Company entered into an unsecured term loan agreement (the Term Loan Agreement), with JPMorgan Chase Bank, N.A., as administrative agent, Goldman Sachs Bank, USA, JPMorgan Chase Bank, N.A., Barclays Bank PLC and Citibank, N.A., as joint bookrunners and joint lead arrangers, and the lenders and other agents named therein. The Term Loan Agreement provides for a $900 million senior unsecured term loan facility composed of two tranches: (i)a $375.0 million tranche of 3-year senior unsecured loans (the 3-Year Tranche); and (ii)a $525.0 million tranche of 5-year senior unsecured loans (the 5-Year Tranche). The 3-Year Tranche matures on November10, 2018 (the 3-Year Tranche Maturity Date) and the 5-Year Tranche matures on November10, 2020 (the 5-Year Tranche Maturity Date). The proceeds of the loans will be used only to finance, in part, the Companys acquisition of KLA-Tencor Corporation (KLA-Tencor) and to pay fees and expenses in connection therewith.

The funding of the loans under the Term Loan Agreement on the closing date of the acquisition of KLA-Tencor is...


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