Analog Devices, Inc. (Nasdaq: ADI) (“ADI” or the “Company”)
announced today that it commenced a private exchange offer to
certain eligible holders (the “Exchange Offer”) for any and all
outstanding 3.450% Senior Notes due 2027 (the “Maxim Notes”) issued
by Maxim Integrated Products, Inc., a wholly-owned subsidiary of
the Company (“Maxim”), for up to $500,000,000 aggregate principal
amount of new notes to be issued by the Company (the “ADI Notes”)
and cash.
The following table sets forth the Exchange Consideration (as
defined herein), Early Tender Premium (as defined herein) and Total
Consideration (as defined herein) for the Maxim Notes:
Title of Maxim
Notes to be Exchanged / CUSIP
Maturity Date
Principal Amount
Outstanding
Exchange
Consideration(1)
Early Tender Premium
(2)
Total
Consideration(1)(3)
3.450% Senior Notes due 2027 /
57772K AD3
06/15/2027
$500,000,000
$970 principal amount of ADI
3.450% Senior Notes due 2027 and $1.00 in cash
$30 principal amount of ADI
3.450% Senior Notes due 2027
$1,000 principal amount of ADI
3.450% Senior Notes due 2027 and $1.00 in cash
(1)
Consideration per $1,000 principal amount
of Maxim Notes validly tendered and accepted for exchange.
(2)
Early Tender Premium per $1,000 principal
amount of Maxim Notes validly tendered prior to the Early Tender
Date (as defined herein) and accepted for exchange.
(3)
Includes Early Tender Premium of $30
principal amount of ADI Notes per $1,000 principal amount of Maxim
Notes validly tendered prior to the Early Tender Date and accepted
for exchange.
In conjunction with the Exchange Offer, the Company, on behalf
of Maxim, is also soliciting consents (the “Consent Solicitation”)
to adopt certain proposed amendments to the indenture governing the
Maxim Notes (the “Maxim Indenture”) to, among other things,
eliminate from the Maxim Indenture (i) substantially all of the
restrictive covenants (including the merger covenant), (ii) certain
of the events which may lead to an “Event of Default” and (iii) the
obligation to offer to repurchase the Maxim Notes upon certain
change of control transactions (collectively, the “Proposed
Amendments”). The Proposed Amendments with respect to the Maxim
Notes under the Maxim Indenture require the consent of the holders
of not less than a majority in principal amount of the Maxim Notes
outstanding (the “Requisite Consents”). If the Requisite Consents
are obtained for the Maxim Notes, any remaining Maxim Notes not
tendered and exchanged for ADI Notes will be governed by the
amended indenture. Any waiver of a condition by the Company with
respect to the Exchange Offer will automatically waive such
condition with respect to the Consent Solicitation. The Exchange
Offer and the Consent Solicitation are being made pursuant to the
terms and subject to the conditions set forth in the confidential
offering memorandum and consent solicitation statement dated
September 8, 2022 (the “Offering Memorandum”).
The Exchange Offer and the Consent Solicitation will expire at
11:59 p.m., New York City time, on October 5, 2022, unless extended
or terminated (the “Expiration Date”). Consents may not be revoked
after the earlier of (i) 5:00 p.m., New York City time, on
September 21, 2022, unless extended or terminated (the “Early
Tender Date”), and (ii) the date the supplemental indenture to the
Maxim Indenture is executed. The settlement date (the “Settlement
Date”) for the Exchange Offer will be promptly after the Expiration
Date and is currently expected to occur on or about October 7,
2022.
For each $1,000 principal amount of Maxim Notes validly tendered
and not validly withdrawn prior to the Expiration Date, eligible
holders of Maxim Notes will be eligible to receive $970 principal
amount of ADI Notes and $1.00 in cash (the “Exchange
Consideration”). In addition, for each $1,000 principal amount of
Maxim Notes validly tendered and not validly withdrawn at or prior
to the Early Tender Date, eligible holders of Maxim Notes will be
eligible to receive an early tender premium of $30 principal amount
of ADI Notes (the “Early Tender Premium”). The total consideration,
consisting of (a) $970 principal amount of ADI Notes and $1.00 in
cash issued as Exchange Consideration plus (b) the Early Tender
Premium of $30 principal amount of ADI Notes is herein referred to
as the “Total Consideration.”
The ADI Notes will have the same interest rate, maturity date,
redemption prices and interest payment dates as the Maxim Notes for
which they are being offered in exchange. Except as otherwise
specified in the Offering Memorandum, no accrued and unpaid
interest is payable upon acceptance of any Maxim Notes for exchange
in the Exchange Offer and the Consent Solicitation. The first
interest payment on the ADI Notes will include the accrued and
unpaid interest on the Maxim Notes from the date of the last
interest payment made under the Maxim Indenture tendered in
exchange therefor so that a tendering eligible holder will receive
the same interest payment it would have received had its Maxim
Notes not been tendered in the Exchange Offer and the Consent
Solicitation; provided that the amount of accrued and unpaid
interest shall only be equal to the accrued and unpaid interest on
the principal amount of Maxim Notes equal to the aggregate
principal amount of ADI Notes an eligible holder receives, which
may be less than the principal amount of corresponding Maxim Notes
tendered for exchange if such holder tenders (and does not
subsequently withdraw) its Maxim Notes after the Early Tender
Date.
If a tendering eligible holder would otherwise be entitled to
receive a principal amount of ADI Notes that is not equal to the
minimum denominations described in the Offering Memorandum, such
principal amount will be rounded down to the nearest minimum
denomination, and such eligible holder will receive the rounded
principal amount of ADI Notes plus cash equal to the principal
amount of ADI Notes not received as a result of rounding down plus
any accrued and unpaid interest on such principal amount up to the
Settlement Date.
The ADI Notes will be senior unsecured obligations of ADI and
will rank equally in right of payment with all other existing and
future senior indebtedness of ADI. The ADI Notes will be
effectively subordinated in right of payment to all of ADI future
secured indebtedness, to the extent of the assets securing such
indebtedness and structurally subordinated to all existing and
future indebtedness and other liabilities of ADI’s subsidiaries,
including Maxim Notes not tendered and accepted for exchange.
Documents relating to the Exchange Offer and the Consent
Solicitation will only be distributed to eligible holders of Maxim
Notes who complete and return an eligibility certificate confirming
that they are either a “qualified institutional buyer” under Rule
144A or not a “U.S. person” and outside the United States under
Regulation S for purposes of applicable securities laws. ADI has
agreed to file a registration statement pursuant to which it will
offer to exchange the ADI Notes for substantially similar new notes
that are registered under the Securities Act of 1933 and, in
certain circumstances, register the resale of the ADI Notes.
The complete terms and conditions of the Exchange Offer and the
Consent Solicitation are described in the Offering Memorandum,
copies of which may be obtained by contacting D.F. King & Co.,
Inc., the exchange agent and information agent in connection with
the Exchange Offer and the Consent Solicitation, at 877-864-5060
(toll-free) or 212-269-5550 (banks and brokers), or by email at
adi@dfking.com. The eligibility certificate is available
electronically at: www.dfking.com/adi and is also available by
contacting D.F. King & Co., Inc.
This press release does not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, or the
solicitation of tenders or consents with respect to, any security.
No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such an offer, solicitation or sale would be
unlawful. The Exchange Offer and the Consent Solicitation are being
made solely pursuant to the Offering Memorandum and only to such
persons and in such jurisdictions as are permitted under applicable
law.
The ADI Notes offered in the Exchange Offer have not been
registered under the Securities Act of 1933, as amended, or any
state securities laws. Therefore, the ADI Notes may not be offered
or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws.
About Analog Devices
Analog Devices, Inc. (Nasdaq: ADI) operates at the center of the
modern digital economy, converting real-world phenomena into
actionable insight with its comprehensive suite of analog and mixed
signal, power management, radio frequency (RF), and digital and
sensor technologies. ADI serves 125,000 customers worldwide with
more than 75,000 products in the industrial, communications,
automotive, and consumer markets. ADI is headquartered in
Wilmington, MA.
Forward-Looking Statements:
This press release contains forward-looking statements regarding
future events and our future results that are subject to the safe
harbor created under the Private Securities Litigation Reform Act
of 1995 and other safe harbors under the Securities Act of 1933 and
the Securities Exchange Act of 1934. All statements other than
statements of historical fact are statements that could be deemed
forward-looking statements. These statements are based on current
expectations, estimates, forecasts, and projections about the
industries in which we operate and the beliefs and assumptions of
our management. Words such as “expects,” “anticipates,” “targets,”
“goals,” “projects,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” “continues,” “may,” “could” and “will,” and variations
of such words and similar expressions are intended to identify such
forward-looking statements. In addition, any statements that refer
to the outcome of the Exchange Offer and the Consent Solicitation
and other characterizations of future events or circumstances are
forward-looking statements. Readers are cautioned that these
forward-looking statements are only predictions and are subject to
risks, uncertainties, and assumptions that are difficult to
predict. Therefore, actual results may differ materially and
adversely from those expressed in any forward-looking statements.
For additional information about factors that could cause actual
results to differ materially from those described in the
forward-looking statements, please refer to the risk factors
contained in “Risk Factors” in the Offering Memorandum and our
filings with the Securities and Exchange Commission, including the
risk factors contained in our most recent Quarterly Report on Form
10-Q and Annual Report on Form 10-K. Forward-looking statements
represent management’s current expectations and are inherently
uncertain. Except as required by law, we do not undertake any
obligation to update forward-looking statements made by us to
reflect subsequent events or circumstances.
Analog Devices and the Analog Devices logo are registered
trademarks or trademarks of Analog Devices, Inc. All other
trademarks mentioned in this document are the property of their
respective owners.
(ADI-WEB)
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version on businesswire.com: https://www.businesswire.com/news/home/20220907006319/en/
Investor Contact: Analog Devices, Inc. Mr. Michael
Lucarelli Vice President of Investor Relations and FP&A
781-461-3282 investor.relations@analog.com
Media Contact: Analog Devices, Inc. Mr. Michael Schneider
Chief Communications Officer 973-868-1000 corpcomm@analog.com
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