Analog Devices, Inc. (Nasdaq: ADI) (the “Company”) today
announced that it has priced an underwritten public offering (the
“offering”) of $500,000,000 aggregate principal amount of Floating
Rate Senior Notes due October 1, 2024 (the “2024 notes”),
$750,000,000 aggregate principal amount of 1.700%
Sustainability-Linked Senior Notes due October 1, 2028 (the “2028
sustainability-linked notes”), $1,000,000,000 aggregate principal
amount of 2.100% Senior Notes due October 1, 2031 (the “2031
notes”), $750,000,000 aggregate principal amount of 2.800% senior
notes due October 1, 2041 (the “2041 notes”) and $1,000,000,000
aggregate principal amount of 2.950% senior notes due October 1,
2051 (the “2051 notes” and, together with the 2024 notes, the 2028
sustainability-linked notes, the 2031 notes and the 2041 notes, the
“notes”). Morgan Stanley & Co. LLC, Citigroup Global Markets
Inc., BofA Securities, Inc., J.P. Morgan Securities LLC and BNP
Paribas Securities Corp. are acting as joint book-running managers
in connection with the offering.
The 2024 notes were priced at 100.000% of their principal
amount. The 2031 notes were priced at 99.428% of their principal
amount. The 2041 notes were priced at 99.227% of their principal
amount. The 2051 notes were priced at 99.173% of their principal
amount. The 2028 sustainability-linked notes were initially priced
at 99.405% of their principal amount, and are subject to a 30 basis
point per annum increase in interest rate beginning April 1, 2026
unless the Company achieves a certain sustainability performance
target by December 31, 2025.
The offering is expected to close on or about October 5, 2021,
subject to customary closing conditions.
The Company intends to use a portion of the net proceeds from
the offering to pay the purchase price for, and accrued and unpaid
interest on, any and all of the Company’s outstanding 2.500% Senior
Notes 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”), 4.500% Senior Notes due December 2036 (the
“2036 notes”) and 5.300% Senior Notes due December 2045 (the “2045
notes”) validly tendered (and not validly withdrawn) and accepted
for purchase pursuant to a cash tender offer announced separately
today (the “tender offer”), and to pay related fees and expenses in
connection with the tender offer. Completion of the offering is not
contingent upon completion of the tender offer. Completion of the
tender offer is contingent on completion of the offering. To the
extent all of the 2021 notes, the June 2023 notes, the December
2023 notes and the 2025 notes are not tendered and purchased in the
tender offer, the Company may, but is not obligated to, use a
portion of any remaining net proceeds from the offering to redeem
all or a portion of the remaining 2021 notes, June 2023 notes,
December 2023 notes and 2025 notes. The Company intends to use any
remaining net proceeds not used for the tender offer or related
redemption for general corporate purposes, which may include
repayment of some or all of the amounts outstanding under the
Company’s other indebtedness.
The notes are being offered pursuant to an effective
registration statement on Form S-3 that was 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, nor shall there be any sale of the
notes in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of such jurisdiction. The offering will be made
only by means of a prospectus supplement and the accompanying base
prospectus.
Before you invest, you should read the prospectus supplement and
the accompanying base prospectus and other documents 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 may be obtained by contacting: Morgan
Stanley & Co. LLC, Attn: Prospectus Department, at 180 Varick
Street, New York, New York 10014, telephone (866) 718-1649 or email
prospectus@morganstanley.com; Citigroup Global Markets Inc., c/o
Broadridge Financial Solutions, at 1155 Long Island Avenue,
Edgewood, NY 11717, telephone (800) 831-9146 or email
prospectus@citi.com; BofA Securities, Inc., Attn: Prospectus
Department, at 200 North College Street, NC1-004-03-43, Charlotte
NC 28255-0001, telephone 1-800-294-1322 or email
dg.prospectus_requests@bofa.com; J.P. Morgan Securities LLC, Attn:
Investment Grade Syndicate Desk, at 383 Madison Avenue, New York,
NY 10179, telephone (212) 834-4533 or, BNP Paribas Securities
Corp., Attn: Debt Syndicate Desk, at 787 Seventh Avenue, New York,
NY 10019, telephone (800) 854-5674. An electronic copy of the
prospectus supplement, together 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 the federal
securities laws. Forward-looking statements address a variety of
subjects, including, for example, whether the offering will be
completed, the anticipated use of net proceeds from the offering
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 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 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 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/20210928006192/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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