UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form8-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
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The Nasdaq Global Select Market |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule12b-2of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).Emerging growth company
如果一个新兴公司,表明chbeplay官网uedeck mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
| Item 1.01 | Entry into Material Definitive Agreement |
On February 19, 2020, KLA Corporation, a Delaware corporation (“心理契约”), entered into an underwriting agreement (the “Underwriting Agreement”), dated as of February 19, 2020, by and among KLA and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC as representatives of the several underwriters named therein (the “Underwriters”), relating to the issuance and sale by KLA of $750,000,000 aggregate principal amount of 3.300% Senior Notes due 2050 (the “Notes”). The Notes were issued and sold in a public offering pursuant to KLA’s registration statement (the “Registration Statement”) on FormS-3(File No.333-222827),including the prospectus contained therein, filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended, a preliminary prospectus supplement dated February 19, 2020 and a related final prospectus supplement dated February 19, 2020. The transaction is expected to close on February 28, 2020.
The Underwriting Agreement includes customary representations, warranties and covenants by KLA. Under the terms of the Underwriting Agreement, KLA has agreed to indemnify the Underwriters against certain liabilities.
心理契约intends to use approximately $523.8 million of the net proceeds from this offering to redeem $500.0 million in aggregate principal amount of its outstanding 4.125% Senior Notes due 2021, and the remaining net proceeds for general corporate purposes, which may include the repayment of amounts outstanding under its existing credit agreement.
The description of the Underwriting Agreement contained herein is qualified in its entirety by reference from the Underwriting Agreement filed as Exhibit 1.1 to this Current Report on Form8-Kand incorporated herein by reference.
| Item 8.01 | Other Events |
On February 19, 2020, KLA issued a press release (the “Launch Press Release”) announcing its proposed offering of senior notes pursuant to the Registration Statement. A copy of the Launch Press Release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
On February 19, 2020, KLA issued a press release (the “Pricing Press Release”) announcing the pricing of its offering of $750,000,000 aggregate principal amount of the Notes. A copy of the Pricing Press Release is filed herewith as Exhibit 99.2 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit |
Description |
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1.1 |
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99.1 |
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99.2 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: February 24, 2020 |
By: |
/s/ Bren Higgins |
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Name: |
Bren Higgins |
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Title: |
Executive Vice President and Chief Financial Officer |
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