| Item 1.01 | Entry Into a Material Definitive Agreement. |
Exchange Offer and Consent Solicitation
On October 7, 2022 (the “Settlement Date”), Analog Devices, Inc. (the “Company”) announced the completion of the previously announced (i) 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 (the “ADI Notes”) to be issued by the Company and cash and (ii) solicitation of consents (the “Consent Solicitation”) to adopt certain Amendments (as defined below) with respect to the Maxim Notes, commenced on September 8, 2022.
Pursuant to the Exchange Offer and the Consent Solicitation, $440,212,000 aggregate principal amount of the Maxim Notes were tendered and subsequently accepted in connection with the Exchange Offer and the Consent Solicitation and $59,788,000 aggregate principal amount of the Maxim Notes were not tendered and remain outstanding. The Company intends to retire and cancel all Maxim Notes accepted in connection with the Exchange Offer and the Consent Solicitation.
On the Settlement Date, Maxim entered into a fifth supplemental indenture (the “Maxim Supplemental Indenture”), between Maxim and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee, with respect to the Maxim Notes issued under the indenture, dated as of June 10, 2010, as supplemented by the fourth supplemental indenture dated as of June 15, 2017 (the “Maxim Indenture”).
The Maxim Supplemental Indenture amended the Maxim Indenture to, among other things, eliminate from the Maxim Indenture (i) substantially all of the restrictive covenants, (ii) certain of the events which may lead to an “Event of Default” in the Maxim Indenture (other than for the failure to pay principal, premium or interest), (iii) the obligation to offer to repurchase the Maxim Notes upon certain change of control transactions and (iv) any restrictions in the Maxim Indenture on Maxim from consolidating with or merging into any other person or conveying, transferring or leasing all or any of its properties and assets to any person (collectively, the “Amendments”).
In connection with the settlement of the Exchange Offer and the Consent Solicitation, on the Settlement Date, the Company entered into a supplemental indenture (the “ADI Supplemental Indenture”) with The Bank of New York Mellon Trust Company, N.A., as trustee (the “ADI Trustee”), to the indenture dated as of June 3, 2013 (the “ADI Base Indenture” and, as amended and supplemented from time to time, the “ADI Indenture”), between the Company and the ADI Trustee, with respect to the issuance of $440,212,000 aggregate principal amount of 3.450% Senior Notes due June 15, 2027 (the “ADI Notes”), which notes will bear interest at a rate of 3.450% per annum and will mature on June 15, 2027. The ADI Notes were issued in exchange for the Maxim Notes pursuant to a private exchange offer exempt from, or not subject to, registration under the Securities Act of 1933, as amended (“Securities Act”).
The ADI Indenture contains covenants that, among other things, limit the Company’s ability to (i) issue, incur, create, assume or guarantee any debt for borrowed money secured by a lien upon any principal property or upon any shares of stock of any principal subsidiary, without securing the ADI Notes equally and ratably with (or prior to) such secured debt and (ii) consolidate with or merge with or into, or convey, transfer or lease all or substantially all of the Company’s properties and assets to, any person. The Company has the right to redeem the ADI Notes at any time on the terms provided in the ADI Indenture. Upon the occurrence of a Change of Control Triggering Event (as defined in the ADI Indenture), unless the Company has exercised its right to redeem all of the ADI Notes, each holder will have the right to require the Company to repurchase its ADI Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest. The ADI Indenture also contains customary events of default. Indebtedness under the ADI Notes may be accelerated in certain circumstances upon an event of default as set forth in the ADI Indenture.
At any time prior to March 15, 2027, the Company may, at its option, redeem in whole or in part the ADI Notes at a redemption price equal to the greater of (i) 100% of the principal amount of the ADI Notes being redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments (as defined in the ADI Supplemental Indenture) of the ADI Notes to be redeemed, discounted to the date of such optional redemption on a semi-annual basis at the Treasury Rate (as defined in the ADI Supplemental Indenture) plus 20 basis points. On and after March 15, 2027, the Company may, at its option, redeem in whole or in part the ADI Notes at a redemption price equal to 100% of the principal amount of the ADI Notes being redeemed. In each case, the Company will also pay the accrued and unpaid interest on the ADI Notes being redeemed to, but excluding, the date of redemption.
