We advised Allegro on the share repurchase, equity offering and incremental and refinancing credit facilities

Davis Polk advised Allegro MicroSystems, Inc. in connection with Allegro’s repurchase of a total of 39 million shares of common stock from Allegro’s largest shareholder, Sanken Electric Co., Ltd., at $23.16 per share, the $665.9 million primary follow-on offering of approximately 29 million shares of common stock of Allegro and a $400 million incremental term loan facility. The common stock is listed on Nasdaq under the symbol “ALGM.” The share repurchase consisted of two separate repurchase transactions. The first repurchase of approximately 29 million shares was financed through a primary follow on offering of $665.9 million and the second repurchase of approximately 10 million shares was financed through Allegro’s use of approximately $200 million of the proceeds from the incremental credit facility and cash on hand. After giving effect for the repurchase of the full 39 million shares from Sanken, Sanken’s ownership in Allegro decreased from approximately 50.8% to 32.5%.

Concurrent with the entry into the share repurchase agreement, the existing shareholders agreement of Allegro was renegotiated and amended and restated in its entirety.

Allegro MicroSystems, Inc. is a leading global designer, developer, fabless manufacturer and marketer of sensor integrated circuits (ICs) and application-specific analog power ICs enabling emerging technologies in the automotive and industrial markets. Allegro’s diverse product portfolio provides efficient and reliable solutions for the electrification of vehicles, automotive ADAS safety features, automation for Industry 4.0 and power-saving technologies for data centers and clean energy applications.

Sanken Electric Co., Ltd.’s mission as a company is to provide optimal solutions in the broad and expansive field of electricity and electronics with semiconductors, its core business, power electronics and peripheral fields. Sanken provides products globally for the increasingly electrified automotive industry, as well as for white goods and industrial equipment, which are becoming more energy efficient as demand for electricity increases. Sanken works to constantly innovate its technological capabilities and provides products of assured quality to help solve global environmental and social issues and further develop industry, the economy and culture.

The Davis Polk corporate team included partners Thomas J. Malone and Michael Davis and associates F. Adam Abulawi and Chase Belford. Partner Derek Dostal and associates Moses Farzan Nekou and Andrew Masaru Orita provided capital markets advice. Partner Hilary Dengel and associate Eric Cummings provided finance advice. Partner Michael Mollerus and counsel Liang Zhang provided tax advice. All members of the Davis Polk team are based in the New York office.

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