UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 3, 2017

 

 

Applied Materials, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		000-06920		94-1655526
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
3050 Bowers Avenue
P.O. Box 58039
Santa Clara, CA				95052-8039
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (408) 727-5555

N/A

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

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Item 1.01

Entry into a Material Definitive Agreement.

On September 3, 2017, Applied Materials, Inc. (“Applied”) entered into an Extension Agreement (“Extension Agreement”) for the US$1,500,000,000 Credit Agreement (as amended, the “Credit Agreement”), dated as of September 3, 2015, among Applied, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), and the lenders party thereto (the “Lenders”). The Extension Agreement extended the termination date of the Lenders’ commitments under the Credit Agreement from September 3, 2020 to September 3, 2021.

The foregoing description of the Extension Agreement does not purport to be complete and is qualified in its entirety by the full text of the Extension Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Office-Balance Sheet Arrangement of a Registrant.

As discussed under Item 1.01 above, on September 3, 2017, Applied, the Administrative Agent and the Lenders entered into the Extension Agreement. The information set forth in Item 1.01 is incorporated herein by reference. To date, Applied has not received any advances under the Credit Agreement.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Description
10.1		Extension Agreement, dated as of September 3, 2017, to Credit Agreement, dated as of September 3, 2015, among Applied Materials, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.

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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.

 

				Applied Materials, Inc. (Registrant)
Dated: September 5, 2017
				By:		/s/ Thomas F. Larkins
						Thomas F. Larkins Senior Vice President, General Counsel and Corporate Secretary

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EXHIBIT INDEX

 

Exhibit No.		Description
10.1		Extension Agreement, dated as of September 3, 2017, to Credit Agreement, dated as of September  3, 2015, among Applied Materials, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.

Exhibit 10.1

EXECUTION VERSION

EXTENSION AGREEMENT

Dated as of September 3, 2017

for

U.S. $1,500,000,000

CREDIT AGREEMENT

Dated as of September 3, 2015

Among

APPLIED MATERIALS, INC.,

as Borrower,

THE LENDERS FROM TIME TO TIME PARTY THERETO

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

 

 

CITIGROUP GLOBAL MARKETS INC.

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

Syndication Agents,

BNP PARIBAS

CREDIT SUISSE SECURITIES (USA) LLC

GOLDMAN SACHS BANK USA

MIZUHO BANK, LTD.

WELLS FARGO BANK, NATIONAL ASSOCIATION

U.S. BANK NATIONAL ASSOCIATION

Documentation Agents

J.P. MORGAN SECURITIES LLC

CITIGROUP GLOBAL MARKETS INC.

and

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

Joint Lead Arrangers and Joint Bookrunners

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EXTENSION AGREEMENT

EXTENSION AGREEMENT (this “Agreement”), dated as September 3, 2017, for the Credit Agreement, dated as of September 3, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Applied Materials, Inc. (the “Borrower”), the lenders from time to time party thereto (the “Lenders”), and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

The parties hereto agree as follows:

SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement.

SECTION 2. Extension. Each of the undersigned Lenders hereby agrees to extend the Termination Date with respect to such Lender, pursuant to Section 2.20 of the Credit Agreement, to September 3, 2021.

SECTION 3. Effectiveness. This Agreement shall become effective on and as of September 3, 2017 (the “Extension Date”), subject only to:

(a)    receipt by the Administrative Agent from the Borrower and the Lenders parties hereto, who constitute the Required Lenders, of a counterpart of this Agreement signed on behalf of such parties;

(b)    the conditions precedent set forth in Section 3.03 of the Credit Agreement being satisfied on and as of the Extension Date; and

(c)    receipt by the Administrative Agent of fees for the accounts of Lenders as heretofore mutually agreed.

SECTION 4. Representations and Warranties. The Borrower hereby represents and warrants that the statements set forth in Section 3.03(a)(i) and Section 3.03(a)(ii) of the Credit Agreement are true and correct on and as of the Extension Date with respect to this Agreement and to the Credit Agreement as amended hereby.

SECTION 5. Reference to and Effect Upon the Credit Agreement.

(a)    The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and as of the Extension Date, this Agreement shall for all purposes constitute a Loan Document.

 

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(b)    On and as of the Extension Date, (i) each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this Agreement.

(c)    The Credit Agreement and each of the other Loan Documents, as specifically amended by this Agreement, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

SECTION 6. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York.

SECTION 7. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart hereof by facsimile or electronic transmission (e.g., “pdf” or “tif”) shall be as effective as delivery of a manually executed counterpart hereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first set forth above.

 

 

[Signature Page to Extension Agreement – Applied Materials (2017)]

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[Signature Page to Extension Agreement – Applied Materials (2017)]

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[Signature Page to Extension Agreement – Applied Materials (2017)]

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[Signature Page to Extension Agreement – Applied Materials (2017)]

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[Signature Page to Extension Agreement – Applied Materials (2017)]

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[Signature Page to Extension Agreement – Applied Materials (2017)]

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[Signature Page to Extension Agreement – Applied Materials (2017)]

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[Signature Page to Extension Agreement – Applied Materials (2017)]

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[Signature Page to Extension Agreement – Applied Materials (2017)]

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[Signature Page to Extension Agreement – Applied Materials (2017)]

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[Signature Page to Extension Agreement – Applied Materials (2017)]

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[Signature Page to Extension Agreement – Applied Materials (2017)]