Item 1.01. Entry into a Material Definitive Agreement
On June 7, 2016, Lam Research Corporation (the Company) completed a public offering under the Companys Registration Statement on Form
S-3 (SEC Registration No. 333-202110) (the Registration Statement) of (i) $800,000,000 aggregate principal amount of the Companys 2.800% Senior Notes due June 15, 2021 (the 2021 Notes),
(ii) $600,000,000 aggregate principal amount of the Companys 3.450% Senior Notes due June 15, 2023 (the 2023 Notes) and (iii) $1,000,000,000 aggregate principal amount of the Companys 3.900% Senior Notes due
June 15, 2026 (the 2026 Notes and, together with the 2021 Notes and the 2023 Notes, the notes).
The notes are being issued
under the Indenture, dated as of February 13, 2015 (the Base Indenture), by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee), as supplemented by the Second
Supplemental Indenture, dated as of June 7, 2016 (the Second Supplemental Indenture and, together with the Base Indenture, the Indenture), by and between the Company and the Trustee.
The Company will pay interest on the 2021 Notes on June 15 and December 15 of each year, beginning on December 15, 2016. The 2021 Notes will
mature on June 15, 2021. Before May 15, 2021, the Company may redeem the 2021 Notes at a redemption price equal to 100% of the principal amount of such series (par), plus a make whole premium as described in the
Indenture and accrued and unpaid interest. At any time on or after May 15, 2021, the Company may redeem the 2021 Notes at par, plus accrued and unpaid interest.
The Company will pay interest on the 2023 Notes on June 15 and December 15 of each year, beginning on December 15, 2016. The 2023 Notes will
mature on June 15, 2023. Before April 15, 2023, the Company may redeem the 2023 Notes at a redemption price equal to 100% of the principal amount of such series (par), plus a make whole premium as described in the
Indenture and accrued and unpaid interest. At any time on or after April 15, 2023, the Company may redeem the 2023 Notes at par, plus accrued and unpaid interest.
The Company will pay interest on the 2026 Notes on June 15 and December 15 of each year, beginning on December 15, 2016. The 2026 Notes will
mature on June 15, 2026. Before March 15, 2026, the Company may redeem the 2026 Notes at a redemption price equal to 100% of the principal amount of such series (par), plus a make whole premium as described in the
Indenture and accrued and unpaid interest. At any time on or after March 15, 2026, the Company may redeem the 2026 Notes at par, plus accrued and unpaid interest.
In addition, upon the occurrence of a change of control triggering event (which involves the occurrence of both a change of control and a below investment
grade rating of the notes), the Company will be required to make an offer to repurchase the notes at a price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest.
In the event (i) the proposed merger with KLA-Tencor Corporation (KLA-Tencor) is not completed on or prior to December 30, 2016 or
(ii) the Agreement and Plan of Merger and Reorganization, dated as of October 20, 2015, by and among the Company, KLA-Tencor, Topeka Merger Sub 1, Inc., and Topeka Merger Sub 2, Inc., is terminated on or at any time prior to such date
(each such event referred to as a Special Mandatory Redemption Event), the Company will be required to redeem all of the 2023 Notes and the 2026 Notes then outstanding, at a special mandatory redemption price equal to 101% of the
aggregate principal amount of such notes, plus accrued and unpaid interest from the date of initial issuance, or the most recent interest payment date on which interest was paid, whichever is later, to, but not including, the Special Mandatory
Redemption Date (as defined below). The 2021 Notes are not subject to this special mandatory redemption. The Special Mandatory Redemption Date means the date specified in the notice of special mandatory redemption to be delivered to the
holders of the notes within five business days following the Special Mandatory Redemption Event, which Special Mandatory Redemption Date shall be three business days after such notice is mailed.
The notes will be the Companys senior unsecured obligations and will rank equally with the Companys other senior unsecured debt from time to time
outstanding. The notes will be effectively subordinated to any existing or future indebtedness or other liabilities, including trade payables, of any of the Companys subsidiaries. The notes are subject to customary covenants and events of
default, as set forth in the Indenture.
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The foregoing disclosure is qualified in its entirety by reference to the Base Indenture and the Second
Supplemental Indenture. The Base Indenture was filed as Exhibit 4.1 to the Registration Statement and is incorporated herein by reference. The Second Supplemental Indenture is attached hereto as Exhibit 4.2 and incorporated herein by reference.