MKS Instruments, Inc. (NASDAQ:MKSI) ("MKS") today announced that it intends to offer, subject to market and other conditions, $1.0 billion aggregate principal amount of convertible senior notes due 2030 (the "notes") in a private placement (the "offering") 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"). MKS also expects to grant to the initial purchasers of the notes an option to purchase, within a 13-day period beginning on, and including, the date MKS first issues the notes, up to an additional $150.0 million aggregate principal amount of the notes. The offering is subject to market and other conditions, and there can be no assurance as to whether, when or on what terms the offering may be completed.
MKS intends to use a portion of the net proceeds from the offering to pay the cost of the capped call transactions described below. MKS intends to use the remainder of the net proceeds from the offering to repay approximately $850.0 million in borrowings outstanding under its secured U.S. dollar tranche B term loan, as well as for general corporate purposes. If the initial purchasers exercise their option to purchase additional notes, MKS intends to use a portion of the net proceeds from the sale of such additional notes to enter into additional capped call transactions with one or more of the initial purchasers of the notes or their respective affiliates and/or other financial institutions (the "option counterparties") and the balance to repay additional borrowings, together with accrued interest, under its secured U.S. dollar tranche B term loan.