UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On September 22, 2022, Analog Devices, Inc. (the “Company”) announced the early tender results of its 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 to be issued by the Company and cash and (ii) solicitation of consents (the “Consent Solicitation”) to adopt certain proposed amendments (the “Amendments”) that would eliminate substantially all restrictive covenants and certain events of default and other provisions in the indenture governing the Maxim Notes, commenced on September 8, 2022.
Based on the early tenders as of 5:00 p.m., New York City time, on September 21, 2022, the requisite number of consents have been received to adopt the Amendments with respect to the Maxim Notes. Further, the Company amended the terms of the Exchange Offer to extend the early tender premium to holders of Maxim Notes that validly tender their Maxim Notes prior to the Expiration Date (defined below).
The Exchange Offer and the Consent Solicitation are being made solely pursuant to the conditions set forth in the confidential offering memorandum and consent solicitation statement dated September 8, 2022 in a private offering exempt from, or not subject to, registration under the Securities Act of 1933, as amended, and are being made only to such persons and in such jurisdictions as are permitted under applicable law. The Exchange Offer and the Consent Solicitation will expire at 11:59 p.m., New York City time, on October 5, 2022, unless extended or terminated (such date and time as may be extended, the “Expiration Date”). The Amendments will become operative only upon the settlement of the Exchange Offer, which is expected to occur promptly after the Expiration Date.
A copy of the Company’s press release announcing the early tender results of the Exchange Offer and the Consent Solicitation and the extension of the early tender premium is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The information contained in Item 8.01 of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed with this report:
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated September 22, 2022. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 22, 2022 |
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ANALOG DEVICES, INC. | ||||
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By: | /s/ Prashanth Mahendra-Rajah | ||||
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Prashanth Mahendra-Rajah | ||||
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Executive Vice President, Finance and Chief Financial Officer | ||||