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ENTG > SEC Filings for ENTG > Form 8-K on 26-Mar-2014All Recent SEC Filings

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Entry into a Material Definitive Agreement, Other Events, Financial Statements and E

Item 1.01. Entry into a Material Definitive Agreement.

On March 25, 2014, Entegris, Inc. (the "Company") and certain of its domestic subsidiaries (the "Entegris Guarantor Subsidiaries") entered into a Purchase Agreement (the "Purchase Agreement") with Goldman, Sachs & Co., as representative of the several purchasers named in Schedule I thereto (collectively, the "Purchasers"), pursuant to which the Company agreed to issue and sell and the Purchasers agreed to purchase, upon the terms and subject to the conditions set forth therein, $360 million in aggregate principal amount of the Company's 6.0% Senior Unsecured Notes due 2022 (the "Notes"). The Purchase Agreement contains customary representations, warranties and agreements by the Company, the Entegris Guarantor Subsidiaries and the Purchasers as well as customary indemnification provisions whereby the Company and the Entegris Guarantor Subsidiaries, on one hand, and the Purchasers, on the other, have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Notes will be issued pursuant to an indenture to be entered into between the Company and Wells Fargo Bank, N.A. (the "Trustee"). The Purchase Agreement provides that from and after the closing of the proposed acquisition of ATMI, Inc. ("ATMI") by the Company, the Entegris Guarantor Subsidiaries, ATMI and ATMI's domestic subsidiaries will enter into a supplemental indenture to the Indenture to guarantee the Company's obligations under the Indenture.

Item 8.01. Other Events.

On March 25, 2014, the Company issued a press release announcing the pricing of its offering of senior unsecured notes due 2022. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release of Entegris, Inc. dated March 25, 2014.

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