Applied Materials, Inc. (NASDAQ:AMAT) Files An 8-K Entry into a Material Definitive Agreement


Applied Materials, Inc. (NASDAQ:AMAT) Files An 8-K Entry into a Material Definitive Agreement

Item1.01 Entry into a Material Definitive Agreement.

On March31, 2017, Applied Materials, Inc. (Applied) completed a
registered public offering of senior unsecured notes in the
aggregate principal amount of $2.2billion (collectively, the
Notes). Applied issued the Notes under an indenture dated as of
June8, 2011 (the Base Indenture), between Applied and U.S. Bank
National Association, as trustee (the Trustee), as supplemented
by a third supplemental indenture dated as of March31, 2017 (the
Third Supplemental Indenture and together with the Base
Indenture, the Indenture), between Applied and the Trustee
establishing the terms and form of the Notes. The Notes consist
of the following tranches: $1.2billion aggregate principal amount
of 3.300% senior unsecured notes due 2027 (the 2027 Notes) and
$1.0billion aggregate principal amount of 4.350% senior unsecured
notes due 2047 (the 2047 Notes). Interest is payable on the Notes
semi-annually in arrears on April1 and October1 of each year,
commencing October1, 2017.

Applied intends to use a portion of the net proceeds to redeem or
repay Applieds outstanding $200million 7.125% senior notes due
October 2017 and the balance for general corporate purposes. The
foregoing does not constitute a notice of redemption or an
obligation to issue a notice of redemption for the 7.125% senior

The Indenture contains limited covenants of Applied. The negative
covenants limit the ability of Applied and its subsidiaries to
incur debt secured by liens on its principal property or on
shares of stock of its principal subsidiaries; to engage in sale
and lease-back transactions with respect to any principal
property; and to consolidate, merge or sell all or substantially
all of its assets. Applied may be required to offer to repurchase
the Notes upon a change in control and a contemporaneous
downgrade of the Notes below an investment grade rating, and it
may elect to redeem the Notes in whole or in part at any time, as
further specified in the Indenture.

Events of default under the Indenture include a failure to make
payments, non-performance of covenants, and bankruptcy and
insolvency-related events. Applieds obligations may be
accelerated upon an event of default, in which case the entire
principal amount of the Notes would become immediately due and

The foregoing description of certain terms of the Indenture does
not purport to be complete and is qualified in its entirety by
reference to the full text of the Base Indenture, which was filed
with the Securities and Exchange Commission on June10, 2011 as
Exhibit 4.1 to the Companys Current Report on Form 8-K and
incorporated by reference into the Companys registration
statement on Form S-3 (File No.333-205584), and the Third
Supplemental Indenture (including the form of note for the
Notes), which is filed with this report as Exhibit 4.1, and
incorporated herein by reference.

Item8.01. Other Events.

Cleary Gottlieb Steen Hamilton LLP, counsel to Applied, has
issued an opinion to Applied dated March31, 2017 regarding the
legality of the Notes. A copy of the opinion is filed as Exhibit
5.1 hereto.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits.




4.1 Third Supplemental Indenture dated March31, 2017, by and
between Applied Materials, Inc. and U.S. Bank National
4.2 Form of Note for the 2027 Notes (included in Exhibit 4.1
4.3 Form of Note for the 2047 Notes (included in Exhibit 4.1
5.1 Opinion of Cleary Gottlieb Steen Hamilton LLP.
23.1 Consent of Cleary Gottlieb Steen Hamilton LLP (included in
the opinion filed as Exhibit 5.1 above).

About Applied Materials, Inc. (NASDAQ:AMAT)

Applied Materials, Inc. provides manufacturing equipment, services and software to the global semiconductor, display and related industries. The Company’s segments are Semiconductor Systems, which includes semiconductor capital equipment for etch, rapid thermal processing, deposition, chemical mechanical planarization, metrology and inspection, wafer packaging, and ion implantation; Applied Global Services, which provides integrated solutions to optimize equipment and fab performance and productivity; Display and Adjacent Markets, which includes products for manufacturing liquid crystal displays, organic light-emitting diodes, upgrades and roll-to-roll Web coating systems and other display technologies for televisions, personal computers, smart phones and other consumer-oriented devices, and Corporate and Other segment, which includes revenues from products, as well as costs of products sold for fabricating solar photovoltaic cells and modules, and certain operating expenses.

Applied Materials, Inc. (NASDAQ:AMAT) Recent Trading Information

Applied Materials, Inc. (NASDAQ:AMAT) closed its last trading session up +0.01 at 38.90 with 8,564,667 shares trading hands.