Analog Devices, Inc. (Nasdaq: ADI) (“ADI” or the “Company”)
announced today the expiration and final results of (i) the offer
to exchange (the “Exchange Offer”) 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 and
(ii) the related solicitation of consents (the “Consent
Solicitation”) to adopt certain proposed amendments (the
“Amendments”) to the indenture governing the Maxim Notes (the
“Maxim Indenture”), commenced by ADI on September 8, 2022. The
Exchange Offer and the Consent Solicitation expired at 11:59 p.m.,
New York City time, on October 5, 2022 (the “Expiration Date”).
As of the Expiration Date, the principal amount of Maxim Notes
set forth in the table below had been validly tendered and not
validly withdrawn (and consents thereby validly given and not
validly withdrawn):
Maxim Notes Tendered as of the
Expiration Date
Title of Maxim Notes
CUSIP
Principal Amount
Outstanding
Principal Amount
Percentage
3.450% Senior Notes due 2027
57772K AD3
$500,000,000
$440,212,000
88.04%
For each $1,000 principal amount of Maxim Notes validly tendered
for exchange and not validly withdrawn prior to the Expiration
Date, eligible holders of Maxim Notes are eligible to receive
$1,000 principal amount of ADI Notes and $1.00 in cash.
As previously announced, on September 21, 2022, the requisite
number of consents were received to adopt the Amendments to the
Maxim Indenture. The Amendments will become operative upon the
settlement of the Exchange Offer.
The Exchange Offer and the Consent Solicitation were 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”). As
of the Expiration Date, all conditions to each of the Exchange
Offer and the Consent Solicitation were satisfied. The settlement
of the Exchange Offer and the Consent Solicitation is expected to
occur on October 7, 2022.
The ADI Notes will have the same interest rate, maturity date,
redemption prices and interest payment dates as the Maxim Notes for
which they were 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.
Documents relating to the Exchange Offer and the Consent
Solicitation were only distributed to eligible holders of Maxim
Notes who completed and returned 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.
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 were 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,
including the settlement of the Exchange Offer and the Consent
Solicitation, as well as 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/20221006005332/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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