KLA Corporation Announces Cash Tender Offer for 4.650% Senior Notes due 2024


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KLA Corporation announced that it has commenced a tender offer to purchase for cash up to $500,000,000 aggregate principal amount, as may be increased or decreased by KLA (the "Maximum Amount"), of its 4.650% Senior Notes due 2024 ("Tender Notes"). KLA intends to fund the purchase of Tender Notes accepted for payment in the Tender Offer with a portion of the proceeds from a concurrent offering of senior notes.

The Maximum Amount represents the aggregate principal amount of Tender Notes subject to the Tender Offer and excludes any Accrued Interest or Early Tender Payment (each as defined below). KLA expressly reserves the right, in its sole discretion, subject to applicable law, to change, increase or decrease the Maximum Amount, without extending withdrawal rights and/or terminate the Tender Offer at any time prior to the Expiration Date (as defined below). If Holders (as defined below) tender more Tender Notes in the Tender Offer than they expect to be accepted for purchase by KLA based on the Maximum Amount and KLA subsequently accepts more Tender Notes in the Tender Offer than such Holders expected as a result of an increase of the Maximum Amount, such Holders will not be able to withdraw any of their previously tendered Tender Notes. Accordingly, Holders should not tender any Tender Notes that they do not wish to be accepted for purchase in the Tender Offer.

The Tender Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 21, 2022 (as amended or supplemented from time to time, the "Offer to Purchase"), which sets forth a detailed description of the Tender Offer. The Tender Offer is open to all registered holders (individually, a "Holder" and collectively, the "Holders") of Tender Notes. The purpose of the Tender Offer is to refinance a portion of KLA's outstanding indebtedness.

Tender Notes validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on July 5, 2022 (the "Early Tender Date") will be eligible to receive the Total Consideration (as defined below), which includes the "early tender payment" specified in the table above (the "Early Tender Payment"). Tender Notes validly tendered after the Early Tender Date but at or prior to midnight (end of day), New York City time, on July 19, 2022 (the "Expiration Date") will be eligible to receive consideration (the "Tender Offer Consideration") equal to the Total Consideration minus the Early Tender Payment.

The total consideration ("Total Consideration") payable by KLA for Tender Notes will be a price per $1,000 principal amount based on the yield to maturity of the U.S. Treasury reference security specified in the table above (the "UST Reference Security"), as determined at 9:00 a.m., New York City time, on July 6, 2022 (unless otherwise extended by us as described in the Offer to Purchase), plus a fixed spread, calculated in accordance with the Offer to Purchase. For the avoidance of doubt, if the Total Consideration determined is less than $1,000 per $1,000 principal amount of Tender Notes, then the Total Consideration will be calculated to the stated maturity date and not to the first par call date for Tender Notes.

The settlement date for Tender Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase is expected to be July 7, 2022, the second business day after the Early Tender Date (the "Early Settlement Date"). The settlement date for Tender Notes validly tendered after the Early Tender Date but at or prior to the Expiration Date and accepted for purchase is expected to be July 21, 2022, the second business day after the Expiration Date (the "Final Settlement Date," and along with the Early Settlement Date, each a "Settlement Date"), if the Maximum Amount is not purchased on the Early Settlement Date.

In addition to the Total Consideration or Tender Offer Consideration, as applicable, Holders of Tender Notes accepted for purchase will receive accrued and unpaid interest ("Accrued Interest") on those Tender Notes from the last interest payment date with respect to those Tender Notes to, but not including, the applicable Settlement Date.

Holders who tender their Tender Notes at or prior to 5:00 p.m., New York City time, on July 5, 2022 (such date and time, as it may be extended, the "Withdrawal Deadline") may withdraw such tendered Tender Notes at any time at or prior to the Withdrawal Deadline. Following the Withdrawal Deadline, Holders who have tendered their Tender Notes (whether before, on or after the Withdrawal Deadline) may not withdraw such Tender Notes unless KLA is required to extend withdrawal rights under applicable law.

The Tender Offer is not conditioned on any minimum principal amount of Tender Notes being validly tendered; however, KLA's obligation to accept for purchase, and to pay for, Tender Notes validly tendered pursuant to the Tender Offer is subject to, and conditioned upon, the satisfaction of or, where applicable, KLA's waiver of the conditions, including a financing condition and certain other general conditions, specified in the Offer to Purchase.

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