KLA Corporation Prices Senior Notes Offering

Posted on June 22, 2022Comments Off on KLA Corporation Prices Senior Notes Offering

MILPITAS, CA – KLA Corporation (“KLA”) (NASDAQ: KLAC) Tuesday announced it has entered into a firm commitment underwriting agreement on June 21, 2022, to sell $1,000,000,000 aggregate principal amount of its 4.650% Senior Notes due 2032 (the “2032 Notes”), $1,200,000,000 aggregate principal amount of its 4.950% Senior Notes due 2052 (the “2052 Notes”), and $800,000,000 aggregate principal amount of its 5.250% Senior Notes due 2062 (the “2062 Notes” and, together with the 2032 Notes and the 2052 Notes, the “Notes”) pursuant to KLA’s registration statement on Form S-3 (File No. 333-265497), including the base prospectus contained therein, filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), and a related preliminary prospectus supplement.  The offering is expected to settle on June 23, 2022, subject to customary closing conditions.

The 2032 Notes will bear interest at a rate of 4.650% per year, the 2052 Notes will bear interest at a rate of 4.950% per year, and the 2062 Notes will bear interest at a rate of 5.250% per year.  Interest on each series of Notes will be payable semi-annually on January 15 and July 15 of each year, commencing on January 15, 2023.

KLA estimates that the net proceeds of the offering of Notes, after deducting underwriting discounts and other estimated offering expenses, will be approximately $2.96 billion.  KLA expects to use a portion of the net proceeds from the Notes offering to fund KLA’s concurrent tender offer for its 4.650% Senior Notes due 2024.  KLA intends to use the remainder of the net proceeds from the Notes offering, together with cash on hand and/or borrowings under its revolving credit facility, to repurchase $3.0 billion in shares of common stock pursuant to KLA’s share repurchase programs following the closing of the Notes offering.

BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Scotia Capital (USA) Inc., Truist Securities, Inc., and Wells Fargo Securities, LLC are acting as joint book-running managers of the offering.

KLA has filed an effective registration statement (including a preliminary prospectus supplement and accompanying base prospectus) with the SEC for the offering to which this communication relates.  Before you invest, you should read the registration statement (including the preliminary prospectus supplement and accompanying base prospectus) for more complete information about KLA and this offering.  You may obtain copies of these documents and, when available, the final prospectus supplement free of charge by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, copies may be obtained from BofA Securities, Inc. at 200 North College Street, NC1-004-03-43, Charlotte, North Carolina 28255-0001, Attn: Prospectus Department, Email: dg.prospectus_requests@bofa.com, Toll-Free: 1-800-294-1322, Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, Email: prospectus@citi.com, Toll-Free: 1-800-831-9146; and J.P. Morgan Securities LLC at 383 Madison Avenue, New York, New York 10179, Attn: Investment Grade Syndicate Desk-3rd Floor, call collect at 1-212-834-4533.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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