MKS Instruments, Inc. (NASDAQ:MKSI) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On July6, 2017, MKS Instruments, Inc., a Massachusetts corporation (the “Company”), entered into Amendment No.3 (the “Repricing Amendment”) to the Term Loan Credit Agreement, dated as of April29, 2016, by and among the Company, the lenders party thereto (the “Lenders”), and Barclays Bank PLC, as administrative agent and collateral agent for the lenders (as amended from time to time, including by Amendment No.1, dated June9, 2016, Amendment No.2, dated December14, 2016 and the Repricing Amendment, the “Credit Agreement”). The Repricing Amendment decreased the applicable margin for the Company’s term loan under the Credit Agreement. The applicable margin for the Company’s term loan will be determined based upon the Total Leverage Ratio (as defined in the Company’s Term Loan Credit Agreement). The applicable margin for LIBOR borrowings will decrease to 2.25% when the Total Leverage Ratio is at or above 1.25:1 and to 2.00% when the Total Leverage Ratio is below 1.25:1, both with a LIBOR floor of 0.75%. The margin for base rate borrowings will decrease to 1.25% when the Total Leverage Ratio is at or above 1.25:1 and to 1.00% when it is below 1.25:1. The period in which a prepayment premium may be required for a “Repricing Transaction” (as defined in the Credit Agreement) was reset to six months after the effective date of the Repricing Amendment. In connection with the execution of the Repricing Amendment, the Company paid certain fees and expenses to Barclays Bank PLC. The foregoing description of the Repricing Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Repricing Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 1.01 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure under Item 1.01 of the Current Report on Form 8-K is incorporated herein by reference.
Item 1.01 Regulation FD Disclosure.
On July6, 2017, the Company issued a press release announcing the execution of the Repricing Amendment. A copy of the press release is attached as Exhibit 99.1 to this Current Report. The information in this Item 1.01 of this Current Report on Form 8-K, including the press release attached hereto as Exhibit 99.1, is being furnished to Item 1.01 and shall not be deemed “filed” for purposes of Section18 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 1.01 Financial Statements and Exhibits.
(d) Exhibits
See Exhibit Index hereto.
MKS INSTRUMENTS INC ExhibitEX-10.1 2 d405342dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 AMENDMENT NO. 3 TO TERM LOAN CREDIT AGREEMENT dated as of July 6,…To view the full exhibit click here
About MKS Instruments, Inc. (NASDAQ:MKSI)
MKS Instruments, Inc. (MKS) is a provider of instruments, subsystems and process control solutions that measures, controls, powers, monitors and analyzes critical parameters of advanced manufacturing processes to improve process performance and productivity. The Company operates through segments, including Advanced Manufacturing Capital Equipment, which includes the development, manufacturing and sales of instruments, control and vacuum products, power and reactive gas products; Global Service, which includes the worldwide servicing of instruments, control and vacuum products, power and reactive gas products and certain other product groups; Asia Region Sales, which includes sales of products that are re-sold from the Advanced Manufacturing Capital Equipment and Other segments into Asia regions, and Other. The Company groups its products into three groups, including instruments, control and vacuum products; power and reactive gas products, and analytical solutions group products.
