22)

Subsequent Event

Acquisition of Electro Scientific Industries, Inc (amounts not in thousands, except per share data).

On February 1, 2019, the Company completed its previously announced acquisition of Electro Scientific Industries, Inc., an Oregon corporation (“ESI”), pursuant to the Agreement and Plan of Merger (the “ESI Merger”). ESI is an innovator in laser-based manufacturing solutions for micro-machining applications. Micro-machining applications are used extensively in the manufacture of mobile devices, electronic components, thin film devices and semiconductor packaging. At the effective time of the ESI Merger and pursuant to the terms and conditions of the Agreement and Plan of Merger, each share of ESI’s common stock issued and outstanding as of immediately prior to the effective time of the ESI Merger, was converted into the right to receive $30.00 per share in cash, without interest and subject to deduction for any required withholding tax. The Company paid to the former ESI stockholders aggregate consideration of approximately $1 billion, excluding related transaction fees and expenses. The Company funded the payment of the aggregate consideration with a combination of its available cash on hand and the proceeds from the term loan facility described below.

The Company was not able to include certain required disclosures in its annual report on Form 10-K for the year ended December 31, 2018 because the information necessary to complete the preliminary purchase price allocation related to the acquisition was not yet available.

In connection with the completion of the ESI Merger, the Company entered into an amendment (“Amendment No. 5”) to the Term Loan Credit agreement with Barclays Bank PLC as administrative agent and collateral agent, that provided additional tranche B-5 term loan commitment in the principal amount of $650.0 million which was used to partially fund the ESI Merger.

Also, in connection with the completion of the ESI Merger, the Company terminated its $50.0 million asset-based credit agreement with Deutsche Bank AG New York Branch as administrative and collateral agent, and the Company entered into an asset-based credit agreement with Barclays Bank PLC, as administrative agent and collateral agent, that provides senior secured revolving credit financing of up to $100.0 million, subject to a borrowing base limitation.