MKS Instruments Reports Material Agreement & New Financial Obligation

Ticker: MKSI · Form: 8-K · Filed: Jan 22, 2024 · CIK: 1049502

Complexity: simple

Sentiment: neutral

Topics: material-agreement, debt, regulation-fd

TL;DR

**MKS Instruments just reported a new material agreement and financial obligation, but the details are missing.**

AI Summary

MKS Instruments, Inc. filed an 8-K on January 22, 2024, to report an "Entry into a Material Definitive Agreement" and the "Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement." While the filing indicates these significant events, it does not provide specific details about the nature of the agreement or the financial obligation. This matters to investors because these types of events can significantly impact the company's financial health, future operations, and stock value, but without specifics, the impact remains unclear.

Why It Matters

This filing signals MKS Instruments has entered into a significant agreement and taken on new debt, which could impact its financial stability and future growth prospects. Investors need more details to assess the potential positive or negative implications.

Risk Assessment

Risk Level: medium — The filing indicates significant financial and operational changes without providing the necessary details to assess their impact, creating uncertainty for investors.

Analyst Insight

A smart investor would hold off on making any significant decisions regarding MKSI stock until MKS Instruments provides more detailed information about the material agreement and financial obligation mentioned in this 8-K filing.

Key Players & Entities

FAQ

What specific type of 'Material Definitive Agreement' did MKS Instruments, Inc. enter into on January 22, 2024?

The 8-K filing indicates an 'Entry into a Material Definitive Agreement' on January 22, 2024, but it does not provide specific details about the nature or terms of this agreement.

What is the nature and amount of the 'Direct Financial Obligation' or 'Off-Balance Sheet Arrangement' created by MKS Instruments, Inc.?

The filing states the 'Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement' occurred on January 22, 2024, but it does not disclose the specific nature, amount, or terms of this obligation.

Why did MKS Instruments, Inc. file this 8-K under 'Regulation FD Disclosure'?

The filing lists 'Regulation FD Disclosure' as an item, which typically means the company is making a public disclosure of material nonpublic information to avoid selective disclosure. However, the specific information being disclosed under Regulation FD is not detailed in the provided text.

What is the primary business address and phone number of MKS Instruments, Inc. as stated in the filing?

MKS Instruments, Inc.'s business address is 2 Tech Drive, Suite 201, Andover, Massachusetts 01810, and its business phone number is 978-645-5500.

On which exchange is MKS Instruments, Inc.'s Common Stock traded, and what is its trading symbol?

MKS Instruments, Inc.'s Common Stock, with no par value, is traded on Nasdaq under the trading symbol MKSI.

Filing Stats: 989 words · 4 min read · ~3 pages · Grade level 11 · Accepted 2024-01-22 16:15:54

Key Financial Figures

Filing Documents

01

Item 1.01 Entry into a Material Definitive Agreement. On January 22, 2024 (the "Effective Date"), MKS Instruments, Inc., a Massachusetts corporation (the "Company"), entered into the Second Amendment to Credit Agreement (the "Refinancing Amendment"), which amends the Credit Agreement, dated as of August 17, 2022, by and among the Company, the lenders and letter of credit issuers party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (as amended from time to time, including by the First Amendment to Credit Agreement, dated October 3, 2023, and by the Refinancing Amendment, the "Credit Agreement"). Pursuant to the Refinancing Amendment, the Company (i) borrowed additional U.S. Dollar senior secured tranche B term loans (the "Incremental USD Tranche B Loans") in an aggregate principal amount of $490 million, (ii) borrowed additional Euro senior secured tranche B term loans (the "Incremental Euro Tranche B Loans" and together with the Incremental USD Tranche B Loans, the "Incremental Tranche B Loans") in an aggregate principal amount of 250 million and (iii) used a portion of the proceeds of the Incremental Tranche B Loans to prepay the Company's senior secured tranche A term loans in full in an aggregate principal amount of $744 million. Remaining proceeds of the Incremental Tranche B Loans were used to pay fees and expenses in connection with the Refinancing Amendment and will be used for working capital and general corporate purposes. The Incremental USD Tranche B Loans and the Incremental Euro Tranche B Loans have identical terms to the Company's existing U.S. Dollar senior secured tranche B term loans and Euro senior secured tranche B term loans (collectively, the "Existing Tranche B Loans" and together with the Incremental Tranche B Loans, the "Tranche B Loans"), respectively, under the Credit Agreement. Additionally, pursuant to the Refinancing Amendment, the 1.00% prepayment premium applicable to any Tranche B Loans prepaid

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure under Item 1.01 of the Current Report on Form 8-K is incorporated herein by reference.

01

Item 7.01 Regulation FD Disclosure. On January 22, 2024, the Company issued a press release announcing the execution of the Refinancing Amendment. A copy of the press release is attached as Exhibit 99.1 to this Current Report. The information in this Item 7.01 of this Current Report on Form 8-K, including the press release attached hereto as Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth in such filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Second Amendment to Credit Agreement, dated as of January 22, 2024, by and among MKS Instruments, Inc., as parent borrower, the other loan parties party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and each lender party thereto 99.1 Press Release dated January 22, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES 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. Date: January 22, 2024 MKS Instruments, Inc. By: /s/ Kathleen F. Burke Name: Kathleen F. Burke Title: Executive Vice President, General Counsel & Secretary

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