{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-24-140592","form_type":"8-K","ticker":"MKSI","cik":"0001049502","company_name":"MKS INC","filed_at":"2024-05-16T23:59:59+00:00","discovered_at":"2026-05-14T18:03:17.040229+00:00","generated_at":"2026-06-01T18:38:43.434902+00:00","sec_items":["1.01","2.03","3.02","9.01"],"event_type":"debt","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"MKS Instruments closes $1.4B convertible note offering; proceeds to repay term loan","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-24-140592","json":"https://secwatch.observer/filing/0001193125-24-140592.json","markdown":"https://secwatch.observer/filing/0001193125-24-140592.md","text":"https://secwatch.observer/filing/0001193125-24-140592.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1049502/000119312524140592/0001193125-24-140592-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1049502/000119312524140592/d806097d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-01T18:38:43.434902+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"d8f22f4c9bf8bc6b7231ab2e780dd4a27bb7b3ef","claim":"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.","evidence_excerpt":"completed its previously announced private offering of $1.4 billion aggregate principal amount of its convertible senior notes due 2030 (the “Notes”).","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1049502/000119312524140592/0001193125-24-140592-index.htm","confidence":0.99,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"convertible notes"},{"label":"Principal","value":"$1.4 billion aggregate principal amount"},{"label":"Counterparty","value":"U.S. Bank Trust Company, National Association"},{"label":"Rate","value":"1.25% per annum"},{"label":"Maturity","value":"June 1, 2030"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"04bdfee49f525e89010d1aae24dd92f48db86735","claim":"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).","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1049502/000119312524140592/0001193125-24-140592-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"underwriting"},{"label":"Counterparty","value":"Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, BofA Securities, Inc., Mizuho Securities USA LLC"},{"label":"Value","value":"Private offering of $1.4 billion convertible senior notes due 2030"},{"label":"Effective","value":"2024-05-13"}],"fact_type":"material_agreement"},{"claim_id":"6931cecc6edc9c0b03966b815502080aef92f15c","claim":"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).","evidence_excerpt":"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).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1049502/000119312524140592/0001193125-24-140592-index.htm","confidence":0.7,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"Certain initial purchasers and affiliates"},{"label":"Value","value":"Privately negotiated capped call transactions to reduce dilution or offset cash payments upon conver"},{"label":"Effective","value":"2024-05-13"}],"fact_type":"material_agreement"},{"claim_id":"9ecab4910231899ecbe4278a05d83f2344a34d52","claim":"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).","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1049502/000119312524140592/0001193125-24-140592-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"U.S. Bank Trust Company, National Association"},{"label":"Value","value":"$1,400,000,000 aggregate principal amount at 1.25% interest per annum"},{"label":"Effective","value":"2024-05-16"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}