MKS INC (MKSI): debt financing — MKS Instruments closes $1.4B convertible note offering; proceeds to repay term loan

MKS INC

Issued $1.4B of 1.25% convertible senior notes due June 1, 2030; net proceeds $1.374B.
Conversion price $154.32/share, 30% premium over May 13 close of $118.71.
Used $167.4M for capped call transactions; intends to repay $1.206B of First Lien term loan.
Capped calls cap at $237.42/share to reduce dilution on conversion.
Notes are unsecured, senior obligations; redemption possible from June 2027 if stock at 130% of conversion price.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.99

MKS INC incurred convertible notes of $1.4 billion aggregate principal amount with U.S. Bank Trust Company, National Association at 1.25% per annum maturing June 1, 2030.

Instrument: convertible notes
Principal: $1.4 billion aggregate principal amount
Counterparty: U.S. Bank Trust Company, National Association
Rate: 1.25% per annum
Maturity: June 1, 2030
Event: incurrence

Exact text from the filing

completed its previously announced private offering of $1.4 billion aggregate principal amount of its convertible senior notes due 2030 (the “Notes”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

MKS INC entered into Purchase Agreement with Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, BofA Securities, Inc., Mizuho Securities USA LLC valued at Private offering of $1.4 billion convertible senior notes due 2030 (effective 2024-05-13).

Action: entry
Agreement: underwriting
Counterparty: Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, BofA Securities, Inc., Mizuho Securities USA LLC
Value: Private offering of $1.4 billion convertible senior notes due 2030
Effective: 2024-05-13

Exact text from the filing

The Notes were sold in a private placement under a purchase agreement, dated as of May 13, 2024 (the “Purchase Agreement”), entered into by and between the Company and each of Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, BofA Securities, Inc. and Mizuho Securities USA LLC, as representatives of the several initial purchasers named therein, for resale to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.7

MKS INC entered into Capped Call Confirmations with Certain initial purchasers and affiliates valued at Privately negotiated capped call transactions to reduce dilution or offset cash payments upon conver (effective 2024-05-13).

Action: entry
Counterparty: Certain initial purchasers and affiliates
Value: Privately negotiated capped call transactions to reduce dilution or offset cash payments upon conver
Effective: 2024-05-13

Exact text from the filing

On May 13, 2024, in connection with the pricing of the Notes, and on May 14, 2024, in connection with the exercise in full by the initial purchasers of their option to purchase additional Notes, the Company entered into privately negotiated capped call transactions with certain of the initial purchasers of the Notes or their respective affiliates and other financial institutions pursuant to capped call confirmations in substantially the form filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference (and this description is qualified in its entirety by reference to such document).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

MKS INC entered into Convertible Senior Notes due 2030 Indenture with U.S. Bank Trust Company, National Association valued at $1,400,000,000 aggregate principal amount at 1.25% interest per annum (effective 2024-05-16).

Action: entry
Agreement: notes offering
Counterparty: U.S. Bank Trust Company, National Association
Value: $1,400,000,000 aggregate principal amount at 1.25% interest per annum
Effective: 2024-05-16

Exact text from the filing

On May 16, 2024, the Company entered into an indenture (the “Indenture”) with respect to the Notes with U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

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310 debt financings filed in the last 30 days. Browse all debt financings →

MKS INC filing history →

Source: SEC EDGAR

accession 0001193125-24-140592

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