Analog Devices, Inc. (NASDAQ: ADI), today announced that it
has completed all necessary long-term debt financing arrangements
in connection with its proposed acquisition of Linear Technology
Corporation.
The acquisition is expected to close by the end of the Company’s
second fiscal quarter of 2017 and is being funded through a
combination of cash-on-hand, pre-payable term loans, senior
long-term notes and newly-issued shares of Analog Devices’ common
stock.
Terms of the acquisition-related long-term debt financing are
outlined in the below table:
Principal
Amount Security
Description $2.5 billion
3-year Term Loan @ L + 112.5 bps* $2.5 billion
5-year Term Loan @ L + 125 bps* $400 million
2.500% Senior Notes due 2021 $550
million 3.125% Senior Notes due
2023 $900 million 3.500% Senior
Notes due 2026 $250 million
4.500% Senior Notes due 2036
Total $7.1 billion
In addition to the above debt financing, the Company has
existing unsecured debt outstanding totaling $1.75 billion,
consisting of $500 million of 2.875% senior notes due June 1,
2023, $850 million of 3.900% senior notes due December 15,
2025, and $400 million of 5.300% senior notes due December 15,
2045. In total, the Company now expects non-GAAP interest and other
expense to be approximately $30 to $35 million per fiscal quarter
until the closing of the proposed acquisition of Linear Technology
Corporation. For the first quarter of fiscal 2017, this excludes
adjustments in the amount of $8.5 million relating to the expected
acceleration of the 364-day bridge fee amortization upon its
termination. With respect to the forward-looking information
presented on a non-GAAP basis, Analog Devices is unable to provide
a quantitative reconciliation to GAAP because the items that would
be included or excluded, other than those described above, are
difficult to predict and estimate and are primarily dependent on
future events, including costs relating to the consummation and
planned integration of Analog Devices’ pending acquisition of
Linear Technology.
Upon consummation of the acquisition of Linear Technology
Corporation, subject to certain closing conditions, aggregate
commitments under the Company’s Revolving Credit Agreement will
also increase from $750 million to $1 billion.
Senior NotesThe joint
book-running managers for the offering are J.P. Morgan Securities
LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit
Suisse Securities (USA) LLC, and MUFG Securities Americas Inc.
The co-managers (in alphabetical order) are BMO Capital Markets
Corp., BNY Mellon Capital Markets, LLC, PNC Capital Markets LLC,
SMBC Nikko Securities America, Inc., TD Securities (USA) LLC and
Wells Fargo Securities, LLC.
The junior co-managers (in alphabetical order) are Deutsche Bank
Securities Inc., Fifth Third Securities, Inc. and HSBC Securities
(USA) Inc.
Term Loan & Revolving Credit
FacilityJPMorgan 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.
Also participating in the term loan (in alphabetical order) are:
Bank of China Ltd., New York Branch, China Construction Bank Corp.
New York Branch, Goldman Sachs Bank USA, HSBC Bank USA, N.A,
Liberty Bank, Morgan Stanley Senior Funding, Inc., People’s United
Bank, N.A., Svenska Handelsbanken AB (publ), New York Branch, and
The Chiba Bank Ltd., New York Branch.
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 Analog
Devices' filings with the Securities and Exchange
Commission ("SEC"), including the risk factors contained in
Analog Devices' most recent 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.
*Based on the Company’s current debt ratings.
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version on businesswire.com: http://www.businesswire.com/news/home/20161206006409/en/
Analog Devices, Inc.Ali Husain, 781-461-3282 (phone)781-461-3491
(fax)Treasurer and Director of Investor
Relationsinvestor.relations@analog.com
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