Analog Devices Announces Public Offering Price of Senior Notes

WILMINGTON, Mass .– (COMMERCIAL THREAD) – Analog Devices, Inc. (Nasdaq: ADI) (the “Company”) today announced that it has priced a public subscription offering (the “Offer”) in the amount of total principal of $ 500,000,000 of variable rate senior bonds due October 1, 2024 (the “2024 Notes”), $ 750,000,000 total principal of 1.700% of the Senior Sustainability Notes due October 1, 2024 October 1, 2028 (the “2028 Sustainable Development Notes”), $ 1,000,000,000 in principal amount of the 2.100% Senior Notes due October 1, 2031 (the “2031 Notes”), $ 750,000,000 in principal total of 2.800% Senior Notes due October 1, 2041 (the “2041 Notes”) and $ 1,000,000,000 in total principal amount of 2.950% Senior Notes due October 1, 2051 (the “2051 Notes” and , with the 2024 banknotes, the 2028 sustainable development banknotes, the 2031 banknotes and the 2041 banknotes, the “banknotes”). Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., BofA Securities, Inc., JP Morgan Securities LLC and BNP Paribas Securities Corp. act as book co-managers in the context of the offer.

The 2024 Notes were valued at 100,000% of their principal amount. The 2031 Notes were valued at 99.428% of their principal amount. The 2041 Notes were valued at 99.227% of their principal amount. The 2051 Notes were valued at 99.173% of their principal amount. The 2028 Sustainability Notes were initially valued at 99.405% of their principal amount and are subject to an interest rate increase of 30 basis points per annum effective April 1, 2026, unless the Company meet a certain sustainability performance target by December 31, 2025..

The offer is expected to close on or around October 5, 2021, subject to customary closing conditions.

The Company intends to use a portion of the net proceeds of the Offer to pay the purchase price and accrued and unpaid interest on all or a portion of the outstanding 2,500% Senior Notes of the Company due. December 2021 (the “2021 Notes”), 2.875% Senior Notes due June 2023 (the “June 2023 Notes”), 3.125% Senior Notes due December 2023 (the “December 2023 Notes” ”), 3.900% Senior Notes due December 2025 (the“ 2025 Notes ”), Bonds due December 2036 (the“ 2036 Bonds ”) and 5.300% Senior Bonds due December 2045 (the“ bonds in 2045 ”) validly tendered (and not validly withdrawn) and accepted for purchase pursuant to a cash tender offer separately announced today (the“ bonds ”public tender offer”), and to pay the costs and expenses relating to the takeover bid. Completion of the offer is not conditional on completion of the public tender offer. Completion of the public tender offer is subject to completion of the offer. To the extent that all of the 2021 Notes, June 2023 Notes, December 2023 Notes and 2025 Notes are not tendered and purchased under the tender offer, the Company may, without be obligated, use a portion of the remaining net proceeds of the offer to redeem all or part of the remaining 2021 Notes, June 2023 Notes, December 2023 Notes and 2025 Notes. The Company intends to use all net proceeds remaining unused for the takeover bid or related buyback for general corporate purposes, which may include the repayment of all or part of the amounts outstanding under other indebtedness of the Company.

The Notes are being offered in accordance with an effective registration statement on Form S-3 which has been previously filed with the Securities and Exchange Commission. This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the Company’s Notes, and there will be no sale of the Notes in any jurisdiction in which such an offer, solicitation or sale. would be illegal before registration. or qualification under the securities laws of that jurisdiction. The offer will be made only by means of a supplement to the prospectus and the accompanying base prospectus.

Before investing, you should read the Prospectus Supplement and accompanying Base Prospectus and other documents that the Company has filed with the SEC for more complete information about the Company and this offering. Copies of the prospectus supplement relating to this offering can be obtained by contacting: Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, New York, New York 10014, telephone (866) 718-1649 or e-mail prospectus @ morganstanley.com; Citigroup Global Markets Inc., c / o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, phone (800) 831-9146 or e-mail [email protected]; BofA Securities, Inc., Attn: Prospectus Department, 200 North College Street, NC1-004-03-43, Charlotte NC 28255-0001, phone 1-800-294-1322 or e-mail [email protected]; JP Morgan Securities LLC, Attn: Investment Grade Syndicate Desk, at 383 Madison Avenue, New York, NY 10179, phone (212) 834-4533 or, BNP Paribas Securities Corp., Attn: Debt Syndicate Desk, at 787 Seventh Avenue, New York, NY 10019, phone (800) 854-5674. An electronic copy of the Prospectus Supplement, along with the accompanying Base Prospectus, is also available on the United States Securities and Exchange Commission (SEC) website, www.sec.gov.

Forward-looking statements: This press release contains “forward-looking statements” within the meaning of federal securities laws. Forward-looking statements deal with a variety of matters, including, for example, whether the offer will be completed, the intended use of the net proceeds from the offer and the outcome of the tender offer. Statements that are not historical facts, including statements about the Company’s beliefs, plans and expectations, are forward-looking statements. Such statements are based on the Company’s current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in forward-looking statements. Forward-looking statements often contain words such as “expect”, “anticipate”, “intend”, “plan”, “believe”, “will”, “estimate”, “,”. As variations or negatives of these words.The following important factors and uncertainties, among others, could cause actual results to differ materially from those described in these forward-looking statements: risks and uncertainties relating to market conditions and the risks and uncertainties described in a registration statement on Form S-3 (File No. 333-259782) and a related prospectus and prospectus supplement filed with the Securities and Exchange Commission on September 28, 2021. For more information on others factors that could cause actual results to differ rent substantially from those described in the statements, please refer to the Company’s periodic reports and other documents filed with the Securities and Exchange Commission, including the risk factors contained in the Company’s most recent quarterly reports on the form 10-Q and annual reports on Form 10-K. Forward-looking statements represent the current expectations of management and are inherently uncertain and are made only as of the date hereof. Except as required by law, the Company does not undertake or assume any obligation to update forward-looking statements, whether as a result of new information or to reflect subsequent events or circumstances or otherwise.

About Analog Devices, Inc.

Analog Devices, Inc. (NASDAQ: ADI) operates at the center of the modern digital economy, converting real-world phenomena into actionable information through its comprehensive suite of analog and mixed signals, power management, radio frequency ( RF) and digital signals and sensor technologies. ADI serves 125,000 customers worldwide with more than 75,000 products in the industrial, communications, automotive and consumer markets. ADI is headquartered in Wilmington, MA.


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