KLA Corporation Announces Cash Tender Offer for 4.650% Senior Notes due 2024
The Maximum Amount represents the aggregate principal amount of Tender Notes subject to the Tender Offer and excludes any Accrued Interest or Early Tender Payment (each as defined below). KLA expressly reserves the right, in its sole discretion, subject to applicable law, to change, increase or decrease the Maximum Amount, without extending withdrawal rights and/or terminate the Tender Offer at any time prior to the Expiration Date (as defined below). If Holders (as defined below) tender more Tender Notes in the Tender Offer than they expect to be accepted for purchase by KLA based on the Maximum Amount and KLA subsequently accepts more Tender Notes in the Tender Offer than such Holders expected as a result of an increase of the Maximum Amount, such Holders will not be able to withdraw any of their previously tendered Tender Notes. Accordingly, Holders should not tender any Tender Notes that they do not wish to be accepted for purchase in the Tender Offer.
The Tender Offer is summarized in the table below:
Title of Notes |
|
CUSIP |
|
Principal |
|
Maximum |
|
UST |
|
Bloomberg |
|
Fixed |
|
Early |
4.650% Senior Notes |
|
482480 |
|
|
|
|
|
2.50% |
|
FIT1 |
|
+60 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The Maximum Amount of |
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(2) |
The page on Bloomberg from which the Dealer Managers (as defined below) will quote the bid-side price of the |
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(3) |
Per |
The Tender Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated
Tender Notes validly tendered and not validly withdrawn at or prior to
The total consideration ("Total Consideration") payable by KLA for Tender Notes will be a price per
The settlement date for Tender Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase is expected to be
In addition to the Total Consideration or Tender Offer Consideration, as applicable, Holders of Tender Notes accepted for purchase will receive accrued and unpaid interest ("Accrued Interest") on those Tender Notes from the last interest payment date with respect to those Tender Notes to, but not including, the applicable Settlement Date.
Holders who tender their Tender Notes at or prior to
The Tender Offer is not conditioned on any minimum principal amount of Tender Notes being validly tendered; however, KLA's obligation to accept for purchase, and to pay for, Tender Notes validly tendered pursuant to the Tender Offer is subject to, and conditioned upon, the satisfaction of or, where applicable, KLA's waiver of the conditions, including a financing condition and certain other general conditions, specified in the Offer to Purchase.
KLA has retained
This press release shall not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to, the Tender Notes. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Tender Offer is being made solely pursuant to the Offer to Purchase made available to Holders of the Tender Notes. None of KLA, the Dealer Managers, the Tender and Information Agent or the trustee with respect to the Tender Notes, or any of their respective affiliates, is making any recommendation as to whether or not Holders should tender or refrain from tendering all or any portion of their Tender Notes in response to the Tender Offer. Holders are urged to evaluate carefully all information in the Offer to Purchase, consult their own investment and tax advisers and make their own decisions whether to tender their Tender Notes in the Tender Offer, and, if so, the principal amount of Tender Notes to tender.
KLA develops industry-leading equipment and services that enable innovation throughout the electronics industry. We provide advanced process control and process-enabling solutions for manufacturing wafers and reticles, integrated circuits, packaging, printed circuit boards and flat panel displays. In close collaboration with leading customers across the globe, our expert teams of physicists, engineers, data scientists and problem-solvers design solutions that move the world forward. Additional information may be found at www.kla-tencor.com. (KLAC-F).
Statements in this press release other than historical facts, such as statements regarding the Tender Offer, are forward-looking statements. These forward-looking statements are based on current information and expectations and involve a number of risks and uncertainties. Actual results may differ materially from those projected in such statements due to various factors, including but not limited to: the impact of the COVID-19 pandemic on the global economy and on our business, financial condition and results of operations, including the supply chain constraints we are experiencing as a result of the pandemic; economic, political and social conditions in the countries in which we, our customers and our suppliers operate, including rising inflation and interest rates,
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