Item 1.01.
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Entry into a Material Definitive Agreement.
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On May 5, 2020, Lam Research Corporation (the “Company”) completed a public offering under the Company’s Registration Statement on Form S-3 (SEC Registration No. 333-229762) (the “Registration Statement”) of (i) $750,000,000 aggregate principal amount of the Company’s 1.900% Senior Notes due June 15, 2030 (the “2030 Notes”), (ii) $750,000,000 aggregate principal amount of the Company’s 2.875% Senior Notes due June 15, 2050 (the “2050 Notes”) and (iii) $500,000,000 aggregate principal amount of the Company’s 3.125% Senior Notes due June 15, 2060 (the “2060 Notes” and, together with the 2030 Notes and the 2050 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 Fourth Supplemental Indenture, dated as of May 5, 2020 (the “Fourth 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 2030 Notes on June 15 and December 15 of each year, beginning on December 15, 2020. The 2030 Notes will mature on June 15, 2030. Before March 15, 2030, the Company may redeem the 2030 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, 2030, the Company may redeem the 2030 Notes at par, plus accrued and unpaid interest.
The Company will pay interest on the 2050 Notes on June 15 and December 15 of each year, beginning on December 15, 2020. The 2050 Notes will mature on June 15, 2050. Before December 15, 2049, the Company may redeem the 2050 Notes at a redemption price equal to par, plus a “make whole” premium as described in the Indenture and accrued and unpaid interest. At any time on or after December 15, 2049, the Company may redeem the 2050 Notes at par, plus accrued and unpaid interest.
The Company will pay interest on the 2060 Notes on June 15 and December 15 of each year, beginning on December 15, 2020. The 2060 Notes will mature on June 15, 2060. Before December 15, 2059, the Company may redeem the 2060 Notes at a redemption price equal to par, plus a “make whole” premium as described in the Indenture and accrued and unpaid interest. At any time on or after December 15, 2059, the Company may redeem the 2060 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.
The notes will be the Company’s senior unsecured obligations and will rank equally with the Company’s 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 Company’s subsidiaries. The notes are subject to customary covenants and events of default, as set forth in the Indenture.
The foregoing disclosure is qualified in its entirety by reference to the Base Indenture and the Fourth Supplemental Indenture. The Base Indenture was filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-3 filed with the U.S. Securities and Exchange Commission on February 13, 2015 and is incorporated herein by reference. The Fourth Supplemental Indenture is attached hereto as Exhibit 4.2 and is incorporated herein by reference.