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 Notes
The 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 Facility
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.
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.
