Item 1.01 Entry into a Material Definitive Agreement.
Share Purchase Agreement
As previously reported, on June 30, 2019, Applied Materials, Inc., a Delaware
corporation ("Applied"), entered into a Share Purchase Agreement (the "Share
Purchase Agreement") with Kokusai Electric Corporation, a stock company
(kabushiki kaisha) organized under the laws of Japan ("Kokusai Electric"), and
KKR HKE Investment L.P., a limited partnership organized under the laws of the
Cayman Islands ("KKR"). The Share Purchase Agreement provides, among other
things, that: (a) upon the closing of the transactions contemplated by the Share
Purchase Agreement (the "Closing"), KKR would sell all of the common shares of
Kokusai Electric to Applied for $2.2 billion in cash (the "Base Purchase
Price"), subject to certain adjustments; (b) the Closing is subject to customary
conditions, including, among others, the receipt of specified regulatory and
governmental consents and approvals; (c) if the Share Purchase Agreement is
terminated under certain circumstances involving the failure to obtain required
regulatory approvals, Applied would be obligated to pay KKR a termination fee
equal to $154 million in cash; and (d) either Applied or KKR may terminate the
Share Purchase Agreement if the Closing does not occur by 11:59 p.m. (New York
time) on December 30, 2020, which was the extended outside date mutually agreed
by Applied and KKR pursuant to the Share Purchase Agreement (the "Outside
Date"). As of the date of this filing, all regulatory approvals other than
approval of the transactions contemplated under the Share Purchase Agreement by
the State Administration for Market Regulation of the People's Republic of China
have been obtained, and Applied believes that progress is being made towards
receipt of such approval.
On January 1, 2021, Applied, Kokusai Electric and KKR entered into an amendment
to the Share Purchase Agreement (the "Amendment"), pursuant to which the parties
agreed, among other things, that: (a) the Outside Date is extended until 11:59
p.m. (New York time) on March 19, 2021 (the "Extended Outside Date"); (b) the
Base Purchase Price is increased to $3.5 billion; (c) if all of the conditions
to the Closing are satisfied on or prior to the Extended Outside Date, the
Extended Outside Date is automatically extended to the first business day
following the first date on which the parties would otherwise be obligated to
consummate the Closing in accordance with the Share Purchase Agreement (or such
other date mutually agreed in writing by Applied and KKR); (d) if all of the
conditions to the Closing are not satisfied on or prior to the Extended Outside
Date, the Share Purchase Agreement is deemed to be automatically terminated by
KKR effective as of 11:59 p.m. (New York time) on the Extended Outside Date
(unless otherwise mutually agreed in writing by Applied and KKR); and (e) if the
Share Purchase Agreement is terminated or deemed to be automatically terminated
under certain circumstances involving the failure to obtain required regulatory
approvals, Applied is obligated to pay KKR a termination fee equal to
$154 million in cash.
Applied determined that the revised purchase price represents a multiple of
approximately 8.75x of projected fiscal 2021 synergized adjusted EBITDA for
Kokusai Electric, and believes that the acquisition will provide substantial
value for Applied's shareholders. Over the past 18 months, Applied has observed
a more favorable long-term outlook for the overall semiconductor equipment
market, including positive trends in the memory segment, increased demand for
installed base services, and higher valuations for companies like Kokusai
Electric that help enable the semiconductor industry and the greater global
technology ecosystem.
The foregoing description of the Share Purchase Agreement and the transactions
contemplated thereby does not purport to be complete and is subject to, and is
qualified in its entirety by, the full text of the Share Purchase Agreement,
which is filed as Exhibit 2.1 to Applied's Current Report on Form 8-K filed with
the Securities and Exchange Commission on July 1, 2019 and incorporated herein
by reference. The foregoing description of the Amendment and the transactions
contemplated thereby does not purport to be complete and is subject to, and is
qualified in its entirety by, the full text of the Amendment, which is filed as
Exhibit 2.1 hereto and incorporated herein by reference.
Term Loan Credit Agreement
On December 30, 2020, Applied entered into an Amendment No. 1 to Term Loan
Credit Agreement (the "Term Loan Amendment"), by and among Applied, as borrower,
JPMorgan Chase Bank, N.A., as administrative agent (the "Agent"), and the
lenders party thereto (the "Lenders"), which Term Loan Amendment amends that
certain Term Loan Credit Agreement entered into on August 19, 2019, among
Applied, the Agent and the Lenders (the "Credit Agreement"). The Credit
Agreement provides for a $2.0 billion term loan facility (the "Term Loan
Facility") that, subject to the terms and conditions of the Credit Agreement,
may be drawn upon by Applied to fund a portion of the purchase price for the
acquisition (the "Acquisition") by Applied of all of the outstanding shares of
Kokusai Electric pursuant the Share Purchase Agreement.
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The Term Loan Amendment, among other things, (i) extends to April 30, 2021 the
expiration date of the Lenders' commitments to fund the Term Loan Facility,
(ii) provides that the Lenders' commitments to fund the Term Loan Facility shall
terminate automatically if the Share Purchase Agreement is terminated without
the consummation of the Acquisition and (iii) modifies certain terms relating to
the implementation of a LIBOR replacement rate.
The foregoing description of the Term Loan Amendment and the transactions
contemplated thereby does not purport to be complete and is subject to, and is
qualified in its entirety by, the full text of the Term Loan Amendment, which is
filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
As discussed under Item 1.01 above, on December 30, 2020, Applied entered into a
Term Loan Amendment. The information set forth under the heading "Term Loan
Credit Agreement" in Item 1.01 is incorporated herein by reference. Applied has
not made any borrowings under the Credit Agreement as of this date.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
2.1 Amendment to Share Purchase Agreement, dated as of January 1, 2021,
by and among Applied Materials, Inc., Kokusai Electric Corporation and
KKR HKE Investment L.P.*
10.1 Amendment No. 1 to Term Loan Credit Agreement, dated as of
December 30, 2020, by and among Applied Materials, Inc., as borrower,
JPMorgan Chase Bank, N.A., as administrative agent, and the lenders
named therein
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
Applied agrees to furnish supplementally a copy of any such schedule to the
U.S. Securities and Exchange Commission upon request.
Forward-Looking Statements
This report contains forward-looking statements, including those regarding
Applied's proposed acquisition of Kokusai Electric, its impact on Applied's
earnings and value to its shareholders, industry outlooks and demand
drivers, company valuations, regulatory approval process, and all statements
other than those of historical fact. These statements are subject to known and
unknown risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by such statements Risks and
uncertainties include but are not limited to: the ability of the parties to
consummate the proposed acquisition in a timely manner or at all; satisfaction
of the conditions precedent to consummation of the proposed acquisition,
including the ability to secure regulatory approvals in a timely manner and upon
terms anticipated by the parties or at all; the possibility of or an increase in
litigation and other claims (including related to the transaction itself);
successful completion of anticipated financing arrangements; Applied's ability
to successfully integrate Kokusai Electric's operations, product and service
lines, technology and employees and realize expected synergies from the proposed
acquisition; disruptions of Applied's and Kokusai Electric's current plans,
operations and relationships with customers, suppliers and employees caused by
the announcement and pendency of the proposed acquisition; unknown,
underestimated or undisclosed commitments or liabilities; the level of demand
for the combined companies' products and services, which is subject to many
factors, including uncertain global economic and industry conditions, demand for
electronic products and semiconductors, and customers' new technology and
capacity requirements; Applied's ability to (i) develop, deliver and support a
broad range of products and services, expand its markets and develop new
markets, (ii) timely align its cost structure with business conditions, and
(iii) attract, motivate and retain key employees of Applied and Kokusai
Electric; and other risks and uncertainties described in Applied's SEC filings,
including its most recent Forms 10-K and 8-Ks. All forward-looking statements
are based on management's current estimates, projections and assumptions, and
Applied assumes no obligation to update them.
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