Entegris plans $545 million facility, $360 million notes for ATMI buy

By Sara Rosenberg

New York, Feb. 4 - Entegris Inc. has received a commitment for a $545 million senior secured credit facility and plans to issue $360 million of senior unsecured notes to help fund its acquisition of ATMI Inc., according to an 8-K filed with the Securities and Exchange Commission on Tuesday.

Goldman Sachs Bank USA is leading the financing.

The credit facility consists of an $85 million asset-based revolver and a $460 million covenant-light term loan B.

Backing the notes is a commitment for a bridge loan.

The average interest rate on the new debt is expected somewhere in the 5½% range, the filing said.

Under the agreement, ATMI is being bought for a total equity value of about $1.15 billion on a fully diluted basis, or around $850 million net of cash acquired, including the net cash proceeds from the sale of ATMI's LifeSciences business of $170 million. ATMI shareholders will receive $34 in cash.

Post close, the company will have $820 million of total debt, representing 3.3 times multiple of total debt to 2013 pro forma EBITDA, or two times EBITDA on a net basis.

Closing is expected in the second quarter, subject to the regulatory approvals of both U.S. and international regulators, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Act, approval by ATMI shareholders and other customary conditions.

Entegris is a Billerica, Mass.-based provider of products for purifying, protecting and transporting critical materials used in processing and manufacturing in semiconductor and other high-tech industries. ATMI is a Danbury, Conn.-based provider of specialty semiconductor materials, and safe, high-purity materials handling and delivery solutions.

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