Analog Devices, Inc. (NASDAQ:ADI) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.Entry into a Material Definitive Agreement.
As previously announced, on July26, 2016, Analog Devices, Inc.
(the Company) entered into an Agreement and Plan of Merger
(Merger Agreement) with Linear Technology Corporation (Linear), a
Delaware corporation, and Tahoe Acquisition Corp., (Merger Sub) a
Delaware corporation and a wholly owned subsidiary of the
Company, to which Merger Sub merged with and into Linear, with
Linear becoming a direct, wholly owned subsidiary of the Company
(the Merger). The Merger is more fully described in Item2.01
below. In connection with the Merger, the Company completed
additional corporate and financing activities, which are more
fully described in this Item1.01.
Bridge Credit Facility
On March10, 2017, in connection with the Merger, the Company
entered into a Bridge Credit Agreement (the Bridge Credit
Agreement) by and among the Company, as borrower, the several
banks and other financial institutions from time to time parties
thereto as lenders, JPMorgan Chase Bank, N.A., as administrative
agent, JPMorgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner
Smith Incorporated, and Credit Suisse Securities (USA) LLC, as
joint lead arrangers and joint bookrunners, and Bank of America,
N.A. and Credit Suisse AG, Cayman Islands Branch, as syndication
agents. Terms used in this Item1.01 and not defined herein shall
have the meanings ascribed to them in the Bridge Credit
Agreement, which is attached to this Current Report on Form 8-K
as Exhibit 10.1.
The Bridge Credit Agreement provides for unsecured loans in an
aggregate principal amount of up to $4.1 billion.
Loans can be Eurodollar Rate Loans or Base Rate Loans at the
Companys option. Each Eurodollar Rate Loan will bear interest at
a rate per annum equal to the Eurodollar Rate plus a margin based
on the Companys Debt Ratings from time to time of between 0.750%
and 1.625%. Each Base Rate Loan will bear interest at a rate per
annum equal to the Base Rate plus a margin based on the Companys
Debt Ratings from time to time of between 0.00% and 0.625%.
Repayments of loans under the Bridge Credit Agreement are due no
later than June8, 2017. The Company may prepay loans under the
Bridge Credit Agreement in whole or in part at any time, without
premium or penalty, subject to reimbursement of certain costs in
the case of borrowings that bear interest at the Eurodollar Rate.
The Bridge Credit Agreement contains customary representations
and warranties, affirmative and negative covenants and events of
default applicable to the Company and its subsidiaries. The
events of default include, among others, nonpayment of principal,
interest, fees or other amounts, failure to perform covenants,
cross-defaults to certain other indebtedness, insolvency or
bankruptcy, customary ERISA defaults or the occurrence of a
change of control. The negative covenants include limitations on
liens, indebtedness of subsidiaries, mergers and fundamental
changes, and sales and other dispositions of property or assets.
The Bridge Credit Agreement does not contain any financial
covenants.
In the ordinary course of their respective businesses, certain of
the lenders and the other parties to the Bridge Credit Agreement
and their respective affiliates have engaged, and may in the
future engage, in commercial banking, investment banking,
financial advisory or other services with the Company and its
affiliates for which they have in the past and/or may in the
future receive customary compensation and expense reimbursement.
Revolving Credit Facility
As previously disclosed, on September23, 2016, the Company
entered into an Amendment and Restatement Agreement (the
Amendment and Restatement Agreement), which includes an Amended
and Restated Credit Agreement (the Revolving Credit Agreement)
among the Company, as borrower, Bank of America, N.A. as
Administrative Agent, Swing Line Lender and L/C Issuer, the
several banks and other financial institutions from time to time
parties thereto as lenders, JPMorgan Chase Bank, N.A., Credit
Suisse Securities (USA) LLC and 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 The Bank of
Tokyo-Mitsubishi UFJ, Ltd., as joint lead arrangers and joint
bookrunners, and Deutsche Bank AG New York Branch, Sumitomo
2
Mitsui Bank 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.
to the terms of the Amendment and Restatement Agreement, on
March10, 2017, additional amendments to the Revolving Credit
Agreement became effective, including the following:
|
an increase in the aggregate commitments under the revolving credit facility from $750 million to $1 billion; |
|
modifications to the funded debt to EBITDA ratio calculation to net out, only for so long as indebtedness under the Bridge Credit Agreement is outstanding, any unrestricted cash of the Company up to a cap, and to revise the maximum covenant level to (i)5.00 to 1.00 for any fiscal quarter through and including the fiscal quarter ending on or about May5, 2018, (ii)4.50 to 1.00 for any fiscal quarter commencing with the fiscal quarter ending on or about August4, 2018, through and including the fiscal quarter ending on or about November3, 2018, (iii)4.00 to 1.00 for any fiscal quarter commencing with the fiscal quarter ending on or about February2, 2019, through and including the fiscal quarter ending on or about November2, 2019 and (iv)3.00 to 1.00 for any fiscal quarter ending thereafter; and |
|
other technical amendments to align the indebtedness, fundamental changes and sales and other dispositions of property covenants with the comparable provisions in the Companys previously disclosed term loan facility established to a Credit Agreement, dated September23, 2016, with JPMorgan Chase Bank, N.A., as administrative agent, the several banks and other financial institutions from time to time parties thereto as lenders, JPMorgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner Smith Incorporated, Credit Suisse Securities (USA) LLC and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as joint lead arrangers and joint bookrunners, Bank of America, N.A., Credit Suisse AG, Cayman Islands Branch and 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 and Deutsche Bank AG New York Branch, as documentation agents, filed as Exhibit 10.1 to the Companys Current Report on Form 8-K (File No.001-07819), filed with the Securities and Exchange Commission on September26, 2016 (the Term Loan Agreement) and incorporated herein by reference. |
The foregoing descriptions of the Bridge Credit Agreement and the
Revolving Credit Agreement do not purport to be complete and are
qualified in their entirety by reference to the full text of the
Bridge Credit Agreement, which is filed as Exhibit 10.1 hereto,
and the Amendment and Restatement Agreement (including the
Revolving Credit Agreement), which was filed as Exhibit 10.2 to
the Companys Current Report on Form 8-K (File No.001-07819),
filed with the Securities and Exchange Commission on September26,
2016, and each incorporated herein by reference.
Item2.01.Completion of Acquisition or Disposition of
Assets.
As described in Item1.01, on March10, 2017, the Company completed
the Merger.At the effective time of the Merger (the Effective
Time), each outstanding share of Linear common stock, par value
$0.001 per share (Linear Common Shares), other than shares owned
by the Company, Linear and their subsidiaries, or shares subject
to restricted stock awards, was automatically converted into the
right to receive the following consideration (collectively, the
Merger Consideration), without interest:
| $46.00 in cash (the Cash Consideration); and |
|
0.2321 (the Exchange Ratio) shares of common stock of the Company, par value $0.16 2/3per share (Analog Common Shares). |
3
At the closing, each Linear restricted stock unit award (Linear
RSU Award) and each Linear restricted stock award (Linear
Restricted Stock Award) that became vested at the closing
(including each Linear Restricted Stock Award held by a
non-employee director) was converted into the right to receive
the Merger Consideration in respect of each Linear Common Share
underlying such award.
Each Linear RSU Award and Linear Restricted Stock Award that was
granted on or prior to July22, 2016 that did not become vested at
the closing was converted at the closing into two Analog awards,
one of which constitutes the right to receive an amount in cash
equal to the number of Linear Common Shares subject to such
award, multiplied by the Cash Consideration and the other
constitutes a restricted unit award or restricted stock award, as
applicable, covering the number of Analog Common Shares equal to
the product (rounded to the nearest whole number of shares) of
the number of Linear Common Shares subject to such award,
multiplied by the Exchange Ratio.
Each Linear RSU Award and Linear Restricted Stock Award granted
after July22, 2016 was converted at the closing into an award
solely in respect of a number of Analog Common Shares equal to
the product (rounded to the nearest whole number of shares) of
the number of Linear Common Shares subject to such award,
multiplied by 0.9947.
Each converted Analog cash award, restricted stock unit and
restricted stock award, as applicable, has the same terms and
conditions, including vesting (and for restricted stock awards,
any rights to receive future dividends), that applied to the
Linear RSU Award or Linear Restricted Stock Award, as applicable,
to which the converted Analog awards correspond.
The aggregate amount paid by the Company for the Merger
Consideration was approximately $11.1 billion in cash and
approximately 56 million Analog Common Shares, which had a value
of approximately $4.6 billion based on the closing price of
Analog Common shares on The NASDAQ Global Select Market on
March10, 2017.
The Company funded the cash portion of the Merger Consideration
through cash on hand, the net proceeds of the issuance and sale
of senior unsecured notes, and funds from short- and long-term
indebtedness.
The foregoing description of the Merger Agreement and the Merger
is not intended to be complete and is qualified in its entirety
by reference to the Merger Agreement, which was filed as
Exhibit2.1 to the Companys Current Report on Form8-K filed with
the SEC on July29, 2016, and which is incorporated herein by
reference.
Item2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information included in Item1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item2.03.
On March10, 2017, the Company borrowed $4.1 billion under the
Bridge Credit Agreement and $5.0 billion under the Term Loan
Agreement, and used the proceeds of the borrowings to pay a
portion of the cash consideration for the Merger and to pay
related fees and expenses.
Item5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Election of Director
Effective March10, 2017, as of immediately after completion of
the Merger, the Companys Board of Directors elected Robert H.
Swanson, Jr. to serve as a director for a term continuing to the
Companys next annual meeting of shareholders in March 2018 when
all directors will be subject to election by shareholders. In
connection with his service on the Board of Directors, Mr.Swanson
will receive an annual cash retainer of $70,000, paid quarterly.
Mr.Swanson will not serve on any committees of the Board.
4
Mr.Swanson will automatically be granted on April15, 2017 (or the
next succeeding business day that the NASDAQ is open) 2,445
restricted stock units under the Companys 2006 Stock Incentive
Plan, which shall vest and convert into shares of the Companys
common stock on the earlier of the date of the Companys next
annual meeting of shareholders or March8, 2018.
Each non-employee director re-elected at the next annual meeting
of shareholders will be granted a restricted stock unit award for
a number of shares of common stock approved by the Board of
Directors on the date of the Companys annual meeting of
shareholders.
Director equity awards vest in full upon the occurrence of a
Change in Control Event (as defined in the Companys 2006 Stock
Incentive Plan) or the directors death. If the director ceases to
serve as a director by reason of his or her disability, as
determined by the Board of Directors, each restricted stock unit
will vest in full.
In addition, Mr.Swanson will become party with the Company to the
Companys form of Indemnification Agreement for Directors and
Officers, filed as Exhibit 10.30 to the Companys Annual Report on
Form 10-K for the fiscal year ended November1, 2008.
At the Effective Time, each outstanding Linear Common Share and
each Linear Restricted Stock Award held by Mr.Swanson and his
affiliates converted into the right to receive the Merger
Consideration.
Analog Devices 2017 Executive Performance Incentive Plan
In connection with the Merger, the Companys Board of Directors
determined that the calculation of the Companys achievement of
operating profit before taxes as a percentage of revenue and
year-over-year revenue growth under the 2017 Executive
Performance Incentive Plan will exclude the financial results of
Linear for the remainder of fiscal 2017.
Item7.01. Regulation FD Disclosure.
On March 10, 2017, in connection with the Companys announcement
of the completion of the Merger, the Company also announced
updated financial guidance for the second fiscal quarter of 2017.
A copy of the press release is attached hereto as Exhibit 99.1 to
this Current Report, and is incorporated herein by reference.
The information in this Item 7.01 shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934 or
otherwise subject to the liabilities of that section; nor shall
this Item 7.01 or any of the information contained herein be
deemed incorporated by reference in any filing under the
Securities Exchange Act of 1934 or the Securities Act of 1933,
except as shall be expressly set forth by specific reference in
such filing.
Item8.01. Other Events.
On March10, 2017, the Company issued a press release announcing
the completion of the Merger, which is filed as Exhibit99.1 to
this Form8-K and is incorporated herein by reference.
Item9.01.Financial Statements and Exhibits.
(a)Financial Statements of Business Acquired.
The financial statements required by Item9.01(a) of Form 8-K will
be filed by amendment within 71 calendar days after the date upon
which this current report on Form 8-K must be filed.
(b)Financial Statements of Business Acquired.
The pro forma financial information required by Item9.01(b) of
Form 8-K will be filed by amendment within 71 calendar days after
the date upon which this current report on Form 8-K must be
filed.
(d)Exhibits
|
ExhibitNo. |
Description |
|
| 2.1 |
Agreement and Plan of Merger, dated as of July26, 2016, among Analog Devices, Inc., Linear Technology Corporation and Tahoe Acquisition Corp. (incorporated by reference to Exhibit2.1 of the Companys Current Report on Form8-K filed with the SEC on July29, 2016). |
|
| 10.1* |
Bridge Credit Agreement, dated as of March 10, 2017, among Analog Devices, Inc., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and each lender from time to time party thereto. |
|
| 10.2 |
Amendment and Restatement Agreement, dated as of September 23, 2016, among Analog Devices, Inc., as Borrower, Bank of America, N.A. as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party thereto (incorporated by reference to Exhibit 10.2 of the Companys Current Report on Form 8-K filed with the SEC on September 26, 2016). |
|
| 99.1* | Press Release, dated March 10, 2017. |
* Filed herewith.
5
About Analog Devices, Inc. (NASDAQ:ADI)
Analog Devices, Inc. (Analog Devices) designs, manufactures and markets a portfolio of solutions that leverage high-performance analog, mixed-signal and digital signal processing technology, including integrated circuits (ICs), algorithms, software and subsystems. Its products include Analog Products, Converters, Amplifiers/Radio Frequency, Other Analog, Power Management and Reference, and Digital Signal Processing Products. The Company is a supplier of data converter products. The Company is a supplier of high-performance amplifiers. Its analog product line also includes products of high performance radio frequency (RF) ICs. The Company’s DSPs are used for high-speed numeric calculations. The Company offers its products for applications in various end markets, such as industrial, automotive, consumer and communications. The Company operates in the United States, Rest of North/South America, Europe, Japan and China. Analog Devices, Inc. (NASDAQ:ADI) Recent Trading Information
Analog Devices, Inc. (NASDAQ:ADI) closed its last trading session down -0.97 at 82.20 with 7,495,155 shares trading hands.