Press release
Analog Devices Announces Commencement of Exchange Offer and Consent Solicitation for Maxim Notes
WILMINGTON, Mass.--(BUSINESS WIRE)-- Analog Devices, Inc. (Nasdaq: ADI) (“ADI” or the “Company”) announced today that it commenced a private exchange offer
About this update from Analog Devices, Inc.
[{"type":"text","content":" WILMINGTON, Mass.--(BUSINESS WIRE)--\nAnalog 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.\n\nThe 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:\n\n\n\n\n\n\n\n\n\n\n\n\n \n\n\n\nTitle of\nMaxim\nNotes to be\nExchanged /\nCUSIP\n\n\n\n\nMaturity\nDate\n\n\n\n\nPrincipal\nAmount\nOutstanding\n\n\n\n\nExchange\nConsideration(1)\n\n\n\n\nEarly Tender\nPremium (2)\n\n\n\n\nTotal\nConsideration(1)(3)\n\n\n\n\n\n3.450% Senior Notes due 2027 / 57772K AD3\n\n\n\n\n06/15/2027\n\n\n\n\n$500,000,000\n\n\n\n\n$970 principal amount of ADI 3.450% Senior Notes due 2027 and $1.00 in cash\n\n\n\n\n$30 principal amount of ADI 3.450% Senior Notes due 2027\n\n\n\n\n$1,000 principal amount of ADI 3.450% Senior Notes due 2027 and $1.00 in cash\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n \n\n\n\n\n(1)\n\n\n\n\nConsideration per $1,000 principal amount of Maxim Notes validly tendered and accepted for exchange.\n\n\n\n\n\n(2)\n\n\n\n\nEarly 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.\n\n\n\n\n\n(3)\n\n\n\n\nIncludes 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.\n\n\n\n\nIn 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 t...