Analog Devices begins exchange offer for Maxim 3.45% notes due 2027

By Marisa Wong

Los Angeles, Sept. 8 – Analog Devices, Inc. announced it has begun a private offer to exchange any and all outstanding 3.45% senior notes due June 15, 2027 (Cusip: 57772KAD3) issued by wholly owned subsidiary Maxim Integrated Products, Inc. for up to $500 million of new notes to be issued by Analog Devices and cash.

There is $500 million principal amount of the Maxim notes outstanding, according to a Thursday press release.

Analog Devices is offering per $1,000 principal amount of Maxim notes a total consideration of $1,000 principal amount of new Analog Devices notes and $1.00 in cash.

The total consideration includes an early tender premium of $30 principal amount of new Analog Devices notes, payable for Maxim notes tendered prior to 5 p.m. ET on Sept. 21, the early tender date.

Holders tendering after the early tender date will only be eligible to receive the exchange consideration of $970 of new Analog Devices notes and $1.00 in cash per $1,000 of Maxim notes.

The new Analog Devices 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.

No accrued interest is payable upon acceptance of any Maxim notes for exchange. The first interest payment on the Analog Devices notes will include the accrued and unpaid interest on the Maxim notes.

In conjunction with the exchange offer, Analog Devices, on behalf of Maxim, is also soliciting consents to adopt some proposed amendments to the indenture governing the Maxim notes.

The proposed amendments would, among other things, eliminate from the indenture substantially all of the restrictive covenants (including the merger covenant); some of the events which may lead to an event of default; and the obligation to offer to repurchase the Maxim notes upon certain change-of-control transactions.

The proposed amendments require the consent of holders of a majority in principal amount of the Maxim notes outstanding. If the necessary consents are obtained, any remaining Maxim notes not tendered and exchanged for Analog Devices notes will be governed by the amended indenture.

The exchange offer and the consent solicitation will expire at 11:59 p.m. ET on Oct. 5.

Consents may not be revoked after the earlier of the early tender date and the date the supplemental indenture to the Maxim indenture is executed.

The settlement date for the exchange offer is expected to be Oct. 7.

D.F. King & Co., Inc. (877 864-5060 or 212 269-5550 for banks and brokers; adi@dfking.com; www.dfking.com/adi) is the exchange agent and information agent for the Rule 144A and Regulation S exchange offer.

The maker of circuits for electronic equipment is based in Wilmington, Mass.

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