Entegris, Inc. (Nasdaq: ENTG) (“Entegris”) today announced that its wholly-owned subsidiary, Entegris Escrow Corporation (the “Escrow Issuer”) priced its previously announced private offering of $1,600,000,000 aggregate principal amount of 4.750% senior secured notes due 2029 at an issue price of $995.23 per $1,000 principal amount. The offering is expected to close on April 14, 2022, subject to customary closing conditions.
Entegris intends to use the net proceeds from the offering, together with the borrowings under its previously announced senior unsecured bridge facility (or other sources of indebtedness) and senior secured first lien term loan B facility (the “term loan facility”) and cash on hand, to (a) finance a portion of the cash consideration for the previously announced merger (the “Merger”) with CMC Materials, Inc. (“CMC”), (b) pay the fees and expenses related to the Merger, the offering, the term loan facility and its bridge facility (if any), (c) repay certain existing indebtedness of CMC and Entegris and (d) in the case of the term loan facility, finance working capital and general corporate purposes of Entegris.
The gross proceeds of the notes, together with certain additional amounts, will be deposited into a separate escrow account for the notes until the consummation of the Merger. The notes will initially be the senior secured obligations of the Escrow Issuer, secured only by the amounts deposited in the applicable escrow account. Upon consummation of the Merger, the Escrow Issuer will merge with and into Entegris, with Entegris continuing as the surviving entity and assuming all of the Escrow Issuer’s obligations under the notes. Following such merger and assumption, the notes will be guaranteed by each of Entegris’ and CMC’s existing and future domestic subsidiaries, other than certain excluded subsidiaries, to the extent that such entities guarantee the term loan facility or Entegris’ outstanding senior unsecured notes or certain other indebtedness. The notes and related guarantees will also be secured, subject to permitted liens and certain other exceptions, by first priority liens on the same collateral that secures the obligations under the term loan facility.
The notes and the related guarantees have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state or foreign securities laws, and were offered only to qualified institutional buyers in reliance on Rule 144A, and to persons outside the United States in compliance with Regulation S under the Securities Act. Unless so registered, the notes and the related guarantees may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release will not constitute an offer to sell or a solicitation of an offer to buy any notes or any other securities. The offering is not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful.