For each $1,000 principal amount of Maxim Notes validly tendered and not validly withdrawn prior to the Expiration Date, eligible holders of Maxim Notes will be eligible to receive $970 principal amount of ADI Notes and $1.00 in cash (the “Exchange Consideration”). In addition, for each $1,000 principal amount of Maxim Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date, eligible holders of Maxim Notes will be eligible to receive an early tender premium of $30 principal amount of ADI Notes (the “Early Tender Premium”). The total consideration, consisting of (a) $970 principal amount of ADI Notes and $1.00 in cash issued as Exchange Consideration plus (b) the Early Tender Premium of $30 principal amount of ADI Notes is herein referred to as the “Total Consideration.”
The ADI Notes will have the same interest rate, maturity date, redemption prices and interest payment dates as the Maxim Notes for which they are being offered in exchange. Except as otherwise specified in the Offering Memorandum, no accrued and unpaid interest is payable upon acceptance of any Maxim Notes for exchange in the Exchange Offer and the Consent Solicitation. The first interest payment on the ADI Notes will include the accrued and unpaid interest on the Maxim Notes from the date of the last interest payment made under the Maxim Indenture tendered in exchange therefor so that a tendering eligible holder will receive the same interest payment it would have received had its Maxim Notes not been tendered in the Exchange Offer and the Consent Solicitation; provided that the amount of accrued and unpaid interest shall only be equal to the accrued and unpaid interest on the principal amount of Maxim Notes equal to the aggregate principal amount of ADI Notes an eligible holder receives, which may be less than the principal amount of corresponding Maxim Notes tendered for exchange if such holder tenders (and does not subsequently withdraw) its Maxim Notes after the Early Tender Date.
If a tendering eligible holder would otherwise be entitled to receive a principal amount of ADI Notes that is not equal to the minimum denominations described in the Offering Memorandum, such principal amount will be rounded down to the nearest minimum denomination, and such eligible holder will receive the rounded principal amount of ADI Notes plus cash equal to the principal amount of ADI Notes not received as a result of rounding down plus any accrued and unpaid interest on such principal amount up to the Settlement Date.
The ADI Notes will be senior unsecured obligations of ADI and will rank equally in right of payment with all other existing and future senior indebtedness of ADI. The ADI Notes will be effectively subordinated in right of payment to all of ADI future secured indebtedness, to the extent of the assets securing such indebtedness and structurally subordinated to all existing and future indebtedness and other liabilities of ADI’s subsidiaries, including Maxim Notes not tendered and accepted for exchange.
Documents relating to the Exchange Offer and the Consent Solicitation will only be distributed to eligible holders of Maxim Notes who complete and return an eligibility certificate confirming that they are either a “qualified institutional buyer” under Rule 144A or not a “U.S. person” and outside the United States under Regulation S for purposes of applicable securities laws. ADI has agreed to file a registration statement pursuant to which it will offer to exchange the ADI Notes for substantially similar new notes that are registered under the Securities Act of 1933 and, in certain circumstances, register the resale of the ADI Notes.
The complete terms and conditions of the Exchange Offer and the Consent Solicitation are described in the Offering Memorandum, copies of which may be obtained by contacting D.F. King & Co., Inc., the exchange agent and information agent in connection with the Exchange Offer and the Consent Solicitation, at 877-864-5060 (toll-free) or 212-269-5550 (banks and brokers), or by email at adi@dfking.com. The eligibility certificate is available electronically at: www.dfking.com/adi and is also available by contacting D.F. King & Co., Inc.
This press release 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. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Exchange Offer and the Consent Solicitation are being made solely pursuant to the Offering Memorandum and only to such persons and in such jurisdictions as are permitted under applicable law.
The ADI Notes offered in the Exchange Offer have not been registered under the Securities Act of 1933, as amended, or any state securities laws. Therefore, the ADI Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws.
