Analog Devices, Inc. (NASDAQ: ADI) (the “Company”), announced
that it has entered into a new term loan facility and an amended
and restated revolving credit agreement.
The Company’s new term loan facility will consist of a 3-year
unsecured term loan facility in the principal amount of $2.5
billion and a 5-year unsecured term loan facility in the principal
amount of $2.5 billion.
The Company intends to use the new term loan facility, together
with cash on hand and future bond issuances, to partially fund the
proposed acquisition of Linear Technology Corporation. As a result,
the borrowings under the term loan facility are conditioned upon
the closing of the proposed acquisition.
The interest rates associated with the term loans are
LIBOR-based and will vary depending on the Company’s debt ratings.
Based on its current debt ratings, the Company expects the blended
effective interest rate of the term loans to be approximately
2%.
The Company has also amended and restated its revolving credit
agreement. Subject to closing the acquisition of Linear Technology
and the satisfaction of certain other conditions, the aggregate
amount of commitments under the revolving credit facility will
increase to $1 billion from $750 million. The revolving credit
facility expires on July 10, 2020 and is currently
undrawn.
JPMorgan Chase Bank, N.A serves as administrative agent on the
term loan facility, JPMorgan Chase Bank, N.A., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Credit Suisse Securities
(USA) LLC and MUFG (The Bank of Tokyo-Mitsubishi UFJ, Ltd.) serve
as joint lead arrangers and joint bookrunners, Bank of America,
N.A., Credit Suisse Securities (USA) LLC and MUFG (The Bank of
Tokyo-Mitsubishi UFJ, Ltd.), as syndication agents, and Wells Fargo
Bank, National Association, PNC Bank, National Association, BMO
Harris Bank, N.A., DBS Bank Ltd., Sumitomo Mitsui Banking
Corporation, TD Bank, N.A., The Bank of New York Mellon, Fifth
Third Bank, an Ohio Banking Corporation and Deutsche Bank
Securities Inc., as documentation agents.
Bank of America, N.A. serves as administrative agent, swing line
lender and L/C Issuer under the amended and restated revolving
credit facility, JPMorgan Chase Bank, N.A., Credit Suisse AG ,
Cayman Islands Branch and MUFG (The Bank of Tokyo-Mitsubishi UFJ,
Ltd.), as syndication agents and L/C Issuers, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A.,
Credit Suisse Securities (USA) LLC and MUFG (The Bank of
Tokyo-Mitsubishi UFJ, Ltd.), as joint lead arrangers and joint
bookrunners, and Deutsche Bank Securities Inc., Sumitomo Mitsui
Banking Corporation, Wells Fargo, National Association, BMO Harris
Bank, N.A., DBS Bank Ltd., PNC Bank, National Association, TD Bank,
N.A. and The Bank of New York Mellon, as documentation agents.
About Analog Devices
Analog Devices designs and manufactures semiconductor products
and solutions. We enable our customers to interpret the world
around us by intelligently bridging the physical and digital with
unmatched technologies that sense, measure and connect. Visit
http://www.analog.com.
Forward Looking
Statements
This press release contents contains forward-looking statements,
which address a variety of subjects including, for example, the
expected timetable for closing of the transaction between Analog
Devices, Inc. ("Analog Devices") and Linear Technology Corporation
("Linear Technology"), the availability of debt financing for the
transaction and Analog Devices' timing, the interest rate on the
debt facilities and the ability to repay the debt. Statements that
are not historical facts, including statements about our beliefs,
plans and expectations, are forward-looking statements. Such
statements are based on our current expectations and are subject to
a number of factors and uncertainties, which could cause actual
results to differ materially from those described in the
forward-looking statements. The following important factors and
uncertainties, among others, could cause actual results to differ
materially from those described in these forward-looking
statements: the ability to satisfy the conditions to closing of the
proposed transaction, on the expected timing or at all; the ability
to obtain required regulatory approvals for the proposed
transaction, on the expected timing or at all, including the
potential for regulatory authorities to require divestitures in
connection with the proposed transaction; the occurrence of any
event that could give rise to the termination of the merger
agreement; the risk of stockholder litigation relating to the
proposed transaction, including resulting expense or delay; higher
than expected or unexpected costs associated with or relating to
the transaction; the risk that expected benefits, synergies and
growth prospects of the transaction may not be achieved in a timely
manner, or at all; the risk that Linear Technology's business may
not be successfully integrated with Analog Devices' following the
closing; the risk that Analog Devices and Linear Technology will be
unable to retain and hire key personnel; and the risk that
disruption from the transaction may adversely affect Linear
Technology's or Analog Devices' business and relationships with
their customers, suppliers or employees. For additional information
about factors that could cause actual results to differ materially
from those described in the forward-looking statements, please
refer to both Analog Devices' and Linear Technology's filings with
the Securities and Exchange Commission ("SEC"), including the risk
factors contained in each of Analog Devices' and Linear
Technology's most recent Quarterly Reports 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.
Important Additional Information Will
Be Filed With The SEC
In connection with the proposed transaction, Analog Devices and
Linear Technology have filed and will file relevant information
with the Securities and Exchange Commission (the "SEC"), including
a registration statement of Analog Devices on Form S-4 (the
"registration statement") that includes a prospectus of Analog
Devices and a proxy statement of Linear Technology (the "proxy
statement/prospectus"). INVESTORS AND SECURITY HOLDERS OF LINEAR
TECHNOLOGY ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION
STATEMENT AND PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT ANALOG DEVICES, LINEAR TECHNOLOGY AND THE
PROPOSED TRANSACTION. A definitive proxy statement/prospectus has
been sent to Linear Technology's shareholders. The registration
statement, proxy statement/prospectus and other documents filed by
Analog Devices with the SEC may be obtained free of charge at
Analog Devices’ website at www.analog.com or at the SEC's website
at www.sec.gov. These documents may also be obtained free of charge
from Analog Devices by requesting them by mail at Analog Devices,
Inc., One Technology Way, P.O. Box 9106, Norwood, MA 02062-9106,
Attention Investor Relations, or by telephone at (781) 461-3282.
The documents filed by Linear Technology with the SEC may be
obtained free of charge at Linear Technology's website at
www.linear.com or at the SEC's website at www.sec.gov. These
documents may also be obtained free of charge from Linear
Technology by requesting them by mail at Linear Technology
Corporation, 1630 McCarthy Blvd., Milpitas, CA, 95035-7417,
Attention: Investor Relations, or by telephone at (408)
432-2407.
Participants in the
Solicitation
Linear Technology, Analog Devices and certain of their
directors, executive officers and employees may be deemed
participants in the solicitation of proxies from Linear Technology
shareholders in connection with the proposed transaction.
Information regarding the persons who may be deemed to be
participants in the solicitation of Linear Technology shareholders
in connection with the proposed transaction, including a
description of their direct or indirect interests, by security
holdings or otherwise, is set forth in the proxy
statement/prospectus filed with the SEC on September 16, 2016.
Information about the directors and executive officers of Analog
Devices and their ownership of Analog Devices common stock is set
forth in the definitive proxy statement for Analog Devices' 2016
annual meeting of shareholders, as previously filed with the SEC on
January 28, 2016. Information about the directors and executive
officers of Linear Technology and their ownership of Linear
Technology common stock is set forth in the proxy
statement/prospectus that Linear Technology filed with the SEC on
September 16, 2016. Free copies of these documents may be obtained
as described in the paragraphs above.
Non-Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
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version on businesswire.com: http://www.businesswire.com/news/home/20160929005641/en/
Analog Devices, Inc.Mr. Ali Husain, 781-461-3282781-461-3491
(fax)Treasurer and Director of Investor
Relationsinvestor.relations@analog.com
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