| Item 1.01 | Entry into a Material Definitive Agreement. |
On July 23, 2024 (the “Effective Date”), MKS Instruments, Inc., a Massachusetts corporation (the “Company”), entered into the Fourth Amendment to Credit Agreement (the “Fourth Amendment”), which amends the Credit Agreement, dated as of August 17, 2022, by and among the Company, the lenders and letter of credit issuers party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (as amended from time to time, including by the First Amendment to Credit Agreement, dated October 3, 2023, by the Second Amendment to Credit Agreement, dated January 22, 2024, by the Third Amendment to Credit Agreement, dated February 13, 2024 and by the Fourth Amendment, the “Credit Agreement”). The Fourth Amendment (i) refinanced the Company’s existing senior secured tranche B term loans with a new $2,650 million senior secured tranche B term loan (the “USD Tranche B”) and a new €800 million senior secured tranche B term loan (the “Euro Tranche B”), (ii) decreased the applicable margin for the USD Tranche B from 2.50% to 2.25% with respect to SOFR borrowings and from 1.50% to 1.25% with respect to base rate borrowings, (iii) decreased the applicable margin for the Euro Tranche B from 3.00% to 2.75% and (iv) extended the period during which a 1.00% prepayment premium may be required if the Company prepays any loans under the USD Tranche B or the Euro Tranche B in connection with a repricing transaction until the date that is six months following the Effective Date. The repriced USD Tranche B loans and Euro Tranche B loans were issued without original issue discount. In connection with the execution of the Fourth Amendment, the Company paid customary fees and expenses of JPMorgan Chase Bank, N.A.
In addition, immediately prior to the effectiveness of the Fourth Amendment, the Company made a voluntary prepayment of approximately $110 million, consisting of $69 million principal amount of USD Tranche B loans and €38 million principal amount of Euro Tranche B loans.
The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 2.03 | 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 7.01 | Regulation FD Disclosure. |
On July 23, 2024, the Company issued a press release announcing the execution of the Fourth Amendment. A copy of the press release is attached as Exhibit 99.1 to this Current Report. The information in this Item 7.01 of this Current Report on Form 8-K, including the press release attached hereto as Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 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 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. | | Description |
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| 10.1 | | Fourth Amendment to Credit Agreement, dated as of July 23, 2024, by and among MKS Instruments, Inc., as parent borrower, the other loan parties party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and each lender party thereto |
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| 99.1 | | Press Release dated July 23, 2024 |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
