Item 1.01. Entry into a Material Definitive Agreement.
As previously announced, on July 26, 2016, Analog Devices, Inc. (the Company) entered into an Agreement and Plan of Merger
(Merger Agreement) with Linear Technology Corporation (Linear), a Delaware corporation, and Tahoe Acquisition Corp., (Merger Sub) a Delaware corporation and a wholly owned subsidiary of the Company, pursuant to
which Merger Sub merged with and into Linear, with Linear becoming a direct, wholly owned subsidiary of the Company (the Merger). The Merger is more fully described in Item 2.01 below. In connection with the Merger, the Company
completed additional corporate and financing activities, which are more fully described in this Item 1.01.
Bridge Credit Facility
On March 10, 2017, in connection with the Merger, the Company entered into a Bridge Credit Agreement (the Bridge Credit
Agreement) by and among the Company, as borrower, the several banks and other financial institutions from time to time parties thereto as lenders, JPMorgan Chase Bank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, and Credit Suisse Securities (USA) LLC, as joint lead arrangers and joint bookrunners, and Bank of America, N.A. and Credit Suisse AG, Cayman Islands Branch, as syndication agents. Terms used in this
Item 1.01 and not defined herein shall have the meanings ascribed to them in the Bridge Credit Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1.
The Bridge Credit Agreement provides for unsecured loans in an aggregate principal amount of up to $4.1 billion.
Loans can be Eurodollar Rate Loans or Base Rate Loans at the Companys option. Each Eurodollar Rate Loan will bear interest at a rate per
annum equal to the Eurodollar Rate plus a margin based on the Companys Debt Ratings from time to time of between 0.750% and 1.625%. Each Base Rate Loan will bear interest at a rate per annum equal to the Base Rate plus a margin based on the
Companys Debt Ratings from time to time of between 0.00% and 0.625%. Repayments of loans under the Bridge Credit Agreement are due no later than June 8, 2017. The Company may prepay loans under the Bridge Credit Agreement in whole or in
part at any time, without premium or penalty, subject to reimbursement of certain costs in the case of borrowings that bear interest at the Eurodollar Rate.
The Bridge Credit Agreement contains customary representations and warranties, affirmative and negative covenants and events of default
applicable to the Company and its subsidiaries. The events of default include, among others, nonpayment of principal, interest, fees or other amounts, failure to perform covenants, cross-defaults to certain other indebtedness, insolvency or
bankruptcy, customary ERISA defaults or the occurrence of a change of control. The negative covenants include limitations on liens, indebtedness of subsidiaries, mergers and fundamental changes, and sales and other dispositions of property or
assets. The Bridge Credit Agreement does not contain any financial covenants.
In the ordinary course of their respective businesses,
certain of the lenders and the other parties to the Bridge Credit Agreement and their respective affiliates have engaged, and may in the future engage, in commercial banking, investment banking, financial advisory or other services with the Company
and its affiliates for which they have in the past and/or may in the future receive customary compensation and expense reimbursement.
Revolving Credit
Facility
As previously disclosed, on September 23, 2016, the Company entered into an Amendment and Restatement Agreement (the
Amendment and Restatement Agreement), which includes an Amended and Restated Credit Agreement (the Revolving Credit Agreement) among the Company, as borrower, Bank of America, N.A. as Administrative Agent, Swing Line Lender
and L/C Issuer, the several banks and other financial institutions from time to time parties thereto as lenders, JPMorgan Chase Bank, N.A., Credit Suisse Securities (USA) LLC and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as syndication agents and L/C
Issuers, Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A., Credit Suisse Securities (USA) LLC and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as joint lead arrangers and joint bookrunners, and Deutsche Bank AG New
York Branch, Sumitomo
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Mitsui Bank Corporation, Wells Fargo, National Association, BMO Harris Bank, N.A., DBS Bank Ltd., PNC Bank, National Association, TD Bank, N.A. and The Bank of New York Mellon, as documentation
agents.
Pursuant to the terms of the Amendment and Restatement Agreement, on March 10, 2017, additional amendments to the Revolving
Credit Agreement became effective, including the following:
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an increase in the aggregate commitments under the revolving credit facility from $750 million to $1 billion;
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modifications to the funded debt to EBITDA ratio calculation to net out, only for so long as indebtedness under the Bridge Credit Agreement is outstanding, any unrestricted cash of the Company up to a cap, and to revise
the maximum covenant level to (i) 5.00 to 1.00 for any fiscal quarter through and including the fiscal quarter ending on or about May 5, 2018, (ii) 4.50 to 1.00 for any fiscal quarter commencing with the fiscal quarter ending on or
about August 4, 2018, through and including the fiscal quarter ending on or about November 3, 2018, (iii) 4.00 to 1.00 for any fiscal quarter commencing with the fiscal quarter ending on or about February 2, 2019, through and
including the fiscal quarter ending on or about November 2, 2019 and (iv) 3.00 to 1.00 for any fiscal quarter ending thereafter; and
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other technical amendments to align the indebtedness, fundamental changes and sales and other dispositions of property covenants with the comparable provisions in the Companys previously disclosed term loan
facility established pursuant to a Credit Agreement, dated September 23, 2016, with JPMorgan Chase Bank, N.A., as administrative agent, the several banks and other financial institutions from time to time parties thereto as lenders, JPMorgan
Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as joint lead arrangers and joint bookrunners, Bank of America, N.A., Credit Suisse AG,
Cayman Islands Branch and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as syndication agents, and Wells Fargo Bank, National Association, PNC Bank, National Association, BMO Harris Bank, N.A., DBS Bank Ltd., Sumitomo Mitsui Banking Corporation, TD Bank,
N.A., The Bank of New York Mellon, Fifth Third Bank and Deutsche Bank AG New York Branch, as documentation agents, filed as Exhibit 10.1 to the Companys Current Report on Form 8-K (File No. 001-07819), filed with the Securities and
Exchange Commission on September 26, 2016 (the Term Loan Agreement) and incorporated herein by reference.
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The foregoing descriptions of the Bridge Credit Agreement and the Revolving Credit Agreement do not purport to be complete and are qualified
in their entirety by reference to the full text of the Bridge Credit Agreement, which is filed as Exhibit 10.1 hereto, and the Amendment and Restatement Agreement (including the Revolving Credit Agreement), which was filed as Exhibit 10.2 to the
Companys Current Report on Form 8-K (File No. 001-07819), filed with the Securities and Exchange Commission on September 26, 2016, and each incorporated herein by reference.