Item 8.01 Other Events.
On September 8, 2022, Analog Devices, Inc. (the "Company") commenced an exchange
offer (the "Exchange Offer") for 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. In
conjunction with the Exchange Offer, the Company, on behalf of Maxim, is
concurrently soliciting consents (the "Consent Solicitation") to adopt certain
proposed amendments to the indenture governing the Maxim Notes (the "Maxim
Indenture") to, among other things, eliminate from the Maxim Indenture
(i) substantially all of the restrictive covenants, (ii) certain of the events
which may lead to an "Event of Default", (iii) the obligation to offer to
repurchase the Maxim Notes upon certain change of control transactions and
(iv) any restrictions in the Maxim Indenture on Maxim from consolidating with or
merging into any other person or conveying, transferring or leasing all or any
of its properties and assets to any person.
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.
A copy of the Company's press release announcing the Exchange Offer and the
Consent Solicitation 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 8, 2022.
104 Cover Page Interactive Data File (formatted as Inline XBRL).
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