Analog Devices to exchange $440.21 million tendered Maxim notes

By Marisa Wong

Los Angeles, Oct. 6 – Analog Devices, Inc. announced the final results of its Sept. 8 private offer to exchange any and all of wholly owned subsidiary Maxim Integrated Products, Inc.’s $500 million outstanding 3.45% notes due 2027 (Cusip: 57772KAD3) for up to $500 million of new notes to be issued by Analog Devices and cash and the related consent solicitation.

As of the expiration of the exchange offer and consent solicitation at 11:59 p.m. ET on Oct. 5, holders had tendered $440,212,000, or 88.04%, of the outstanding notes, according to a Thursday press release.

For each $1,000 of Maxim notes tendered for exchange, holders are eligible to receive $1,000 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, originally only payable for Maxim notes tendered prior to 5 p.m. ET on Sept. 21, the early tender date.

As previously reported, Analog Devices amended the terms of the exchange offer so that holders tendering after the early tender date could also receive the total consideration instead of the exchange consideration of $970 per $1,000 principal amount.

As of the early tender date Maxim received the necessary consents to adopt the proposed amendments to the indenture governing its 3.45% senior notes due June 15, 2027. The amendments will become operative upon settlement of the exchange offer.

Settlement is expected to occur on Oct. 7.

As of the expiration date, all conditions to the exchange offer and consent solicitation have been met, the issuer noted.

Details

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, also solicited consents to adopt some proposed amendments to the indenture governing the Maxim notes.

The amendments, 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 amendments required the consent of holders of a majority in principal amount of the Maxim notes outstanding.

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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