Analog Devices, Inc. (Nasdaq: ADI) (the “Company”) announced
today that it has commenced a cash tender offer for any and all of
its outstanding 2.500% Senior Notes due December 2021 (the “2021
Notes”), its outstanding 2.875% Senior Notes due June 2023 (the
“June 2023 Notes”), its outstanding 3.125% Senior Notes due
December 2023 (the “December 2023 Notes”), its outstanding 3.900%
Senior Notes due December 2025 (the “2025 Notes”), its outstanding
4.500% Senior Notes due December 2036 (the “2036 Notes”) and its
outstanding 5.300% Senior Notes due December 2045 (the “2045
Notes”, and together with the 2021 Notes, the June 2023 Notes, the
December 2023 Notes, the 2025 Notes and the 2036 Notes, the
“Notes”), on the terms and subject to the conditions set forth in
the Offer to Purchase, dated the date hereof (the “Offer to
Purchase”) and the related Notice of Guaranteed Delivery attached
to the Offer to Purchase (the “Notice of Guaranteed Delivery”). The
tender offer is referred to as the “Offer.” The Offer to Purchase
and the Notice of Guaranteed Delivery are referred to together as
the “Offer Documents.”
Certain information regarding the Notes and the pricing for the
Offer is set forth in the table below.
Title of Security
CUSIP Number / ISIN
Principal Amount
Outstanding
U.S. Treasury Reference
Security
Bloomberg Reference
Page
Fixed Spread
2.500% Senior Notes due December 2021*
032654 AL9 / US032654AL98
$400,000,000
1.250% U.S. Treasury Notes due October 31,
2021
PX3
12.5 bps
2.875% Senior Notes due June 2023
032654 AH8 / US032654AH86
$500,000,000
0.125% U.S. Treasury Notes due May 31,
2023
PX4
15 bps
3.125% Senior Notes due December 2023*
032654 AM7 / US032654AM71
$550,000,000
1.375% U.S. Treasury Notes due September
30, 2023
PX5
15 bps
3.900% Senior Notes due December 2025*
032654 AJ4 / US032654AJ43
$850,000,000
0.250% U.S. Treasury Notes due August 31,
2025
PX5
25 bps
4.500% Senior Notes due December 2036*
032654 AP0 / US032654AP03
$250,000,000
1.250% U.S. Treasury Notes due August 15,
2031
PX1
105 bps
5.300% Senior Notes due December 2045*
032654 AK1 / US032654AK16
$400,000,000
2.375% U.S. Treasury Notes due May 15,
2051
PX1
90 bps
* Denotes a series of Notes for which the calculation of the
applicable Tender Offer Consideration may be performed using the
value of such Notes as determined at the Price Determination Date
as if the principal amount of such Notes had been due on the
applicable par call date.
Holders must validly tender (and not validly withdraw) their
Notes, or deliver a properly completed and duly executed Notice of
Guaranteed Delivery for their Notes, at or before the Expiration
Time (as defined below) in order to be eligible to receive the
applicable Tender Offer Consideration (as defined below). In
addition, holders whose Notes are validly tendered pursuant to the
Offer (and not validly withdrawn) prior to the Expiration Time and
accepted for purchase will receive accrued and unpaid interest from
the last interest payment date to, but not including, the
Settlement Date (as defined in the Offer to Purchase) for the
applicable Notes. The Company expects the Settlement Date to occur
on October 5, 2021. Notes validly tendered pursuant to the Notice
of Guaranteed Delivery (and not validly withdrawn) prior to the
Expiration Time and accepted for purchase will be purchased on the
third business day after the Expiration Time, which is expected to
be October 7, 2021, assuming the Expiration Time is not extended,
but payment of accrued interest on such Notes will only be made to,
but not including, the Settlement Date.
The Offer will expire at 5:00 p.m., New York City time, on
October 4, 2021 (such time and date, as it may be extended, the
“Expiration Time”), unless extended or earlier terminated by the
Company. Holders of the Notes may withdraw their validly tendered
Notes at any time at or before the Expiration Time by following the
procedures described in the Offer to Purchase.
The Company's obligation to accept for purchase and to pay for
Notes validly tendered pursuant to the Offer (and not validly
withdrawn) prior to the Expiration Time is subject to the
satisfaction or waiver, in the Company's discretion, of certain
conditions, which are more fully described in the Offer to
Purchase, including, among others, the Company's successful
completion of an offering of its new senior notes separately
announced today. Holders of the Notes are urged to read the Offer
Documents carefully before making any decision with respect to the
Offer.
The applicable “Tender Offer Consideration” for each $1,000
principal amount of Notes validly tendered pursuant to the Offer
(and not validly withdrawn) prior to the Expiration Time and
accepted for purchase will be determined in the manner described in
the Offer Documents by reference to the applicable fixed spread for
such Notes specified in the table above plus the yield based on the
bid-side price of the applicable U.S. Treasury Reference Security
specified in the table above at 2:00 p.m., New York City time, on
October 4, 2021, unless extended.
To the extent that all of the outstanding 2021 Notes, June 2023
Notes, December 2023 Notes and 2025 Notes are not tendered and
purchased in the Offer, the Company may, but is not obligated to,
use a portion of any remaining net proceeds from the offering of
new senior notes to redeem all or a portion of the remaining 2021
Notes, June 2023 Notes, December 2023 Notes or 2025 Notes.
The Company has retained D.F. King & Co., Inc. (“D.F. King”)
as the tender agent and information agent for the Offer. The
Company has retained Barclays Capital Inc., Credit Suisse
Securities (USA) LLC and Morgan Stanley & Co. LLC as dealer
managers for the Offer.
Holders who would like additional copies of the Offer Documents
may call or email the information agent, D.F. King at (800)
549-6864 or adi@dfking.com. Copies of the Offer to Purchase and the
Notice of Guaranteed Delivery are also available at the following
website: www.dfking.com/adi. Questions regarding the terms of the
Offer should be directed to Barclays Capital Inc. at (212) 528-7581
(collect) or (800) 438-3242 (toll-free); Credit Suisse Securities
(USA) LLC at (212) 325-7823 (collect) or (800) 820-1653
(toll-free); or Morgan Stanley & Co. LLC at (212) 761-1057
(collect) or (800) 624-1808 (toll-free).
None of the Company, its board of directors, Barclays Capital
Inc., Credit Suisse Securities (USA) LLC, Morgan Stanley & Co.
LLC, D.F. King or the trustee for the Notes, or any of their
respective affiliates, is making any recommendation as to whether
holders of the Notes should tender their Notes pursuant to the
Offer.
This press release is for informational purposes only and shall
not constitute an offer to buy or a solicitation of an offer to
sell any securities. This press release does not describe all the
material terms of the Offers, and no decision should be made by any
holder on the basis of this press release. The Offer is being made
solely pursuant to the Offer Documents, and this press release must
be read in conjunction with the Offer Documents. The Offer
Documents contain important information that should be read
carefully before any decision is made with respect to the Offers.
The Offer is not being made to holders of Notes in any jurisdiction
in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such
jurisdiction. In any jurisdiction in which the securities laws or
blue sky laws require the Offer to be made by a licensed broker or
dealer, the Offer will be deemed to be made on behalf of the
Company by Barclays Capital Inc., Credit Suisse Securities (USA)
LLC, Morgan Stanley & Co. LLC or one or more registered brokers
or dealers that are licensed under the laws of such jurisdiction.
If any holder is in any doubt as to the contents of this press
release, or the Offer Documents, or the action it should take, it
is recommended to seek its own financial and legal advice,
including in respect of any tax consequences, immediately from its
stockbroker, bank manager, solicitor, accountant, or other
independent financial, tax, or legal adviser.
Forward-Looking Statements: This press release contains
“forward-looking statements” within the meaning of the federal
securities laws. Forward-looking statements address a variety of
subjects, including, for example, the timing for completion of the
Offer, including the acceptance for purchase of any Notes validly
tendered, and the expected Expiration Time and Settlement Date.
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 the forward-looking
statements. Forward-looking statements often contain words such as
“expect,” “anticipate,” “intend,” “plan,” “believe,” “will,”
“estimate,” “would,” “target” and similar expressions, as well 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: the risks and uncertainties related to market
conditions and satisfaction of customary closing conditions related
to the closing of the Company’s offering of new senior notes and
the risks and uncertainties described in the Offer Documents. For
additional information about other factors that could cause actual
results to differ materially from those described in the
forward-looking statements, please refer to the Company’s periodic
reports and other filings with the Securities and Exchange
Commission, including the risk factors contained in the Company’s
most recent Quarterly Reports on Form 10-Q and Annual Reports on
Form 10-K. Forward-looking statements represent management’s
current expectations 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 any
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 insight with its comprehensive suite of analog and mixed
signal, power management, radio frequency (RF), and digital 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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version on businesswire.com: https://www.businesswire.com/news/home/20210928005728/en/
Investor: Mr. Michael Lucarelli 781-461-3282
investor.relations@analog.com
Media: Ms. Brittany Stone 917-935-1456
Brittany.Stone@teneo.com
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