NORWOOD, Mass.--(BUSINESS WIRE)--
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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160929005641/en/
Analog Devices, Inc.
Mr. Ali Husain, 781-461-3282
781-461-3491
(fax)
Treasurer and Director of Investor Relations
investor.relations@analog.com
Source: Analog Devices, Inc.
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