Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
29 Setembro 2021 - 7:03AM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration Statement No. 333-259782
Pricing Term Sheet
September 28, 2021
Analog Devices, Inc.
$500,000,000 Floating Rate Senior Notes due 2024
$750,000,000 1.700% Sustainability-Linked Senior Notes due 2028
$1,000,000,000 2.100% Senior Notes due 2031
$750,000,000 2.800% Senior Notes due 2041
$1,000,000,000 2.950% Senior Notes due 2051
This pricing term sheet, dated September 28, 2021 (this Pricing Term Sheet), should be read together with the preliminary prospectus
supplement, dated September 28, 2021 (the Preliminary Prospectus Supplement), of Analog Devices, Inc. (the Issuer) The information in this Pricing Term Sheet supplements the Preliminary Prospectus Supplement. Capitalized
terms used but not defined in this Pricing Term Sheet shall have the meanings ascribed to them in the Preliminary Prospectus Supplement.
*********************************************************************************************
$500,000,000 Floating Rate Senior Notes due 2024
|
|
|
Issuer:
|
|
Analog Devices, Inc.
|
|
|
Security:
|
|
Floating Rate Senior Notes due 2024 (the 2024 Notes)
|
|
|
Format:
|
|
SEC Registered
|
|
|
Maturity Date:
|
|
October 1, 2024
|
|
|
Aggregate Principal Amount:
|
|
$500,000,000
|
|
|
Index:
|
|
Benchmark rate, which will initially be Compounded SOFR as described under Description of the NotesInterestFloating Rate Notes in the Preliminary Prospectus Supplement.
|
|
|
Coupon:
|
|
Compounded SOFR + 25 basis points (0.250%), determined on each corresponding Interest Payment Determination Date for such interest period as described under Description of the NotesInterestFloating Rate Notes
in the Preliminary Prospectus Supplement.
|
|
|
Price to Public (Issue Price):
|
|
100.000% of the principal amount
|
|
|
Interest Payment Dates:
|
|
Quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, beginning on January 1, 2022 (each, a Floating Rate Interest Payment Date)
|
|
|
Interest Payment Determination Date:
|
|
The date that is two U.S. Government Securities Business Days before each Floating Rate Interest Payment Date
|
|
|
Interest Period
|
|
The period commencing on any Floating Rate Interest Payment Date (or, with respect to the initial interest period only, commencing on the date of original issuance) to, but excluding, the next succeeding Floating Rate Interest
Payment Date or, in the case of the last such period, the period from and including the Floating Rate Interest Payment Date immediately preceding the maturity date to, but excluding, the maturity
date.
|
|
|
|
Optional Redemption:
|
|
The 2024 Notes may not be redeemed prior to their maturity.
|
|
|
CUSIP / ISIN:
|
|
032654AT2 / US032654AT25
|
|
|
Joint Book-Running Managers:
|
|
Morgan Stanley & Co. LLC
Citigroup
Global Markets Inc.
BofA Securities, Inc.
J.P. Morgan
Securities LLC
Barclays Capital Inc.
Credit Suisse Securities
(USA) LLC
Wells Fargo Securities, LLC
|
|
|
Co-Managers:
|
|
BMO Capital Markets Corp.
BNP Paribas
Securities Corp.
HSBC Securities (USA) Inc.
Mizuho Securities
USA LLC
MUFG Securities Americas Inc.
PNC Capital Markets
LLC
SMBC Nikko Securities America, Inc.
TD Securities (USA)
LLC
Academy Securities, Inc.
Siebert Williams
Shank & Co., LLC
Roberts & Ryan Investments, Inc.
Blaylock Van, LLC
|
$750,000,000 1.700% Sustainability-Linked Senior Notes due 2028
|
|
|
Issuer:
|
|
Analog Devices, Inc.
|
|
|
Security:
|
|
1.700% Sustainability-Linked Senior Notes due 2028 (the 2028 Notes)
|
|
|
Format:
|
|
SEC Registered
|
|
|
Maturity Date:
|
|
October 1, 2028
|
|
|
Aggregate Principal Amount:
|
|
$750,000,000
|
|
|
Interest Rate:
|
|
1.700%
|
|
|
Interest Rate Step Up Provisions Related to Sustainability Performance Target:
|
|
The interest rate payable on the 2028 Notes will be increased from and after April 1, 2026 (the Interest Rate Step Up Date), to but not including the maturity date of the 2028 Notes, by an additional 30 basis points
(0.300%) per annum in the aggregate unless the Issuer has notified The Bank of New York Mellon Trust Company, N.A., as trustee (the trustee) in writing on or before the date that is 15 days prior to the Interest Rate Step Up Date in the
form of an officers certificate, upon which the trustee may conclusively rely without any duty of further inquiry, certifying that such officer has determined that the Issuer has satisfied the Sustainability Performance Target (as defined in
the Preliminary Prospectus Supplement under the caption Description of the Notes) and that the Issuer has received a related Assurance Letter (as defined in the Preliminary Prospectus Supplement under the caption Description of the
Notes) from the External Verifier (as defined in the Preliminary Prospectus Supplement under the caption Description of the Notes) upon which the Issuer has based its certification.
|
|
|
Price to Public (Issue Price):
|
|
99.405% of the principal amount
|
|
|
Pricing Benchmark Treasury:
|
|
UST 1.125% due August 31, 2028
|
|
|
Benchmark Treasury Price and Yield:
|
|
98-18+; 1.341%
|
|
|
Spread to Benchmark Treasury:
|
|
45 basis points (0.450%)
|
|
|
Re-Offer Yield:
|
|
1.791%
|
|
|
Interest Payment Dates:
|
|
Semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2022
|
|
|
Optional Redemption:
|
|
Prior to August 1, 2028 (the Par Call Date), at the greater of 100% or the make-whole amount to the Par Call Date at a
discount rate equal to the Treasury Rate plus 10 basis points (0.100%), in each case plus accrued and unpaid interest to, but excluding, the date of redemption.
On or after the Par Call Date, at 100%, plus accrued and unpaid interest to, but excluding, the date of redemption.
|
|
|
|
CUSIP / ISIN:
|
|
032654AU9 / US032654AU97
|
|
|
Joint Book-Running Managers:
|
|
Morgan Stanley & Co. LLC
Citigroup
Global Markets Inc.
BofA Securities, Inc.
J.P. Morgan
Securities LLC
BNP Paribas Securities Corp.
PNC Capital
Markets LLC
|
|
|
Co-Managers:
|
|
Barclays Capital Inc.
BMO Capital Markets
Corp.
Credit Suisse Securities (USA) LLC
HSBC Securities
(USA) Inc.
Mizuho Securities USA LLC
MUFG Securities Americas
Inc.
SMBC Nikko Securities America, Inc.
TD Securities (USA)
LLC
Wells Fargo Securities, LLC
Academy Securities, Inc.
Siebert Williams Shank & Co., LLC
Roberts &
Ryan Investments, Inc.
Blaylock Van, LLC
|
$1,000,000,000 2.100% Senior Notes due 2031
|
|
|
Issuer:
|
|
Analog Devices, Inc.
|
|
|
Security:
|
|
2.100% Senior Notes due 2031 (the 2031 Notes)
|
|
|
Format:
|
|
SEC Registered
|
|
|
Maturity Date:
|
|
October 1, 2031
|
|
|
Aggregate Principal Amount:
|
|
$1,000,000,000
|
|
|
Coupon:
|
|
2.100%
|
|
|
Price to Public (Issue Price):
|
|
99.428% of the principal amount
|
|
|
Pricing Benchmark Treasury:
|
|
UST 1.250% due August 15, 2031
|
|
|
Benchmark Treasury Price and Yield:
|
|
97-11+; 1.539%
|
|
|
Spread to Benchmark Treasury:
|
|
62.5 basis points (0.625%)
|
|
|
Re-Offer Yield:
|
|
2.164%
|
|
|
Interest Payment Dates:
|
|
Semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2022
|
|
|
Optional Redemption:
|
|
Prior to July 1, 2031 (the Par Call Date), at the greater of 100% or the make-whole amount to the Par Call Date at a
discount rate equal to the Treasury Rate plus 10 basis points (0.100%), in each case plus accrued and unpaid interest to, but excluding, the date of redemption.
On or after the Par Call Date, at 100%, plus accrued and unpaid interest to, but excluding, the date of redemption.
|
|
|
CUSIP / ISIN:
|
|
032654AV7 / US032654AV70
|
|
|
Joint Book-Running Managers:
|
|
Morgan Stanley & Co. LLC
Citigroup
Global Markets Inc.
BofA Securities, Inc.
J.P. Morgan
Securities LLC
TD Securities (USA) LLC
|
|
|
Co-Managers:
|
|
Barclays Capital Inc.
BMO Capital Markets
Corp.
BNP Paribas Securities Corp.
Credit Suisse Securities
(USA) LLC
HSBC Securities (USA) Inc.
Mizuho Securities USA
LLC
MUFG Securities Americas Inc.
PNC Capital Markets LLC
SMBC Nikko Securities America, Inc.
Wells Fargo Securities,
LLC
Academy Securities, Inc.
Siebert Williams
Shank & Co., LLC
Roberts & Ryan Investments, Inc.
Blaylock Van, LLC
|
$750,000,000 2.800% Senior Notes due 2041
|
|
|
Issuer:
|
|
Analog Devices, Inc.
|
|
|
Security:
|
|
2.800% Senior Notes due 2041 (the 2041 Notes)
|
|
|
Format:
|
|
SEC Registered
|
|
|
Maturity Date:
|
|
October 1, 2041
|
|
|
Aggregate Principal Amount:
|
|
$750,000,000
|
|
|
Coupon:
|
|
2.800%
|
|
|
Price to Public (Issue Price):
|
|
99.227% of the principal amount
|
|
|
Pricing Benchmark Treasury:
|
|
UST 1.750% due August 15, 2041
|
|
|
Benchmark Treasury Price and Yield:
|
|
95-03+; 2.051%
|
|
|
Spread to Benchmark Treasury:
|
|
80 basis points (0.800%)
|
|
|
Re-Offer Yield:
|
|
2.851%
|
|
|
Interest Payment Dates:
|
|
Semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2022
|
|
|
Optional Redemption:
|
|
Prior to April 1, 2041 (the Par Call Date), at the greater of 100% or the make-whole amount to the Par Call Date at a
discount rate equal to the Treasury Rate plus 15 basis points (0.150%), in each case plus accrued and unpaid interest to, but excluding, the date of redemption.
On or after the Par Call Date, at 100%, plus accrued and unpaid interest to, but excluding, the date of redemption.
|
|
|
CUSIP / ISIN:
|
|
032654AW5 / US032654AW53
|
|
|
Joint Book-Running Managers:
|
|
Morgan Stanley & Co. LLC
Citigroup
Global Markets Inc.
BofA Securities, Inc.
J.P. Morgan
Securities LLC
MUFG Securities Americas Inc.
|
|
|
Co-Managers:
|
|
Barclays Capital Inc.
BMO Capital Markets
Corp.
BNP Paribas Securities Corp.
Credit Suisse Securities
(USA) LLC
HSBC Securities (USA) Inc.
Mizuho Securities USA
LLC
PNC Capital Markets LLC
SMBC Nikko Securities America,
Inc.
TD Securities (USA) LLC
Wells Fargo Securities, LLC
Academy Securities, Inc.
Siebert Williams Shank & Co.,
LLC
Roberts & Ryan Investments, Inc.
Blaylock Van,
LLC
|
$1,000,000,000 2.950% Senior Notes due 2051
|
|
|
Issuer:
|
|
Analog Devices, Inc.
|
|
|
Security:
|
|
2.950% Senior Notes due 2051 (the 2051 Notes)
|
|
|
Format:
|
|
SEC Registered
|
|
|
Maturity Date:
|
|
October 1, 2051
|
|
|
Aggregate Principal Amount:
|
|
$1,000,000,000
|
|
|
Coupon:
|
|
2.950%
|
|
|
Price to Public (Issue Price):
|
|
99.173% of the principal amount
|
|
|
Pricing Benchmark Treasury:
|
|
UST 2.375% due May 15, 2051
|
|
|
Benchmark Treasury Price and Yield:
|
|
106-07; 2.092%
|
|
|
Spread to Benchmark Treasury:
|
|
90 basis points (0.900%)
|
|
|
Re-Offer Yield:
|
|
2.992%
|
|
|
Interest Payment Dates:
|
|
Semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2022
|
|
|
Optional Redemption:
|
|
Prior to April 1, 2051 (the Par Call Date), at the greater of 100% or the make-whole amount to the Par Call Date at a
discount rate equal to the Treasury Rate plus 15 basis points (0.150%), in each case plus accrued and unpaid interest to, but excluding, the date of redemption.
On or after the Par Call Date, at 100%, plus accrued and unpaid interest to, but excluding, the date of redemption.
|
|
|
CUSIP / ISIN:
|
|
032654AX3 / US032654AX37
|
|
|
Joint Book-Running Managers:
|
|
Morgan Stanley & Co. LLC
Citigroup
Global Markets Inc.
BofA Securities, Inc.
J.P. Morgan
Securities LLC
PNC Capital Markets LLC
|
|
|
Co-Managers:
|
|
Barclays Capital Inc.
BMO Capital Markets
Corp.
BNP Paribas Securities Corp.
Credit Suisse Securities
(USA) LLC
HSBC Securities (USA) Inc.
Mizuho Securities USA
LLC
MUFG Securities Americas Inc.
SMBC Nikko Securities
America, Inc.
TD Securities (USA) LLC
Wells Fargo Securities,
LLC
Academy Securities, Inc.
Siebert Williams
Shank & Co., LLC
Roberts & Ryan Investments, Inc.
Blaylock Van, LLC
|
2024 Notes, 2028 Notes, 2031 Notes, 2041 Notes and 2051 Notes
|
|
|
Expected Ratings*:
|
|
Moodys: A3 (positive outlook) S&P: A- (stable outlook)
|
|
|
Trade Date:
|
|
September 28, 2021
|
|
|
Settlement Date (T + 5):
|
|
October 5, 2021; under Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days, unless the parties to that trade expressly agree otherwise.
Accordingly, purchasers who wish to trade the notes offered hereby before the second business day prior to the Settlement Date will be required, by virtue of the fact that such notes initially will settle on a delayed basis, to specify an alternate
settlement cycle at the time of any such trade to prevent a failed settlement, and should consult their own advisors with respect to these matters.
|
|
|
Denominations:
|
|
$2,000 x $1,000
|
CHANGES TO THE PRELIMINARY PROSPECTUS SUPPLEMENT
1.
|
The first paragraph under the section Underwriting (Conflicts of Interest) Other
Relationships shall be replaced with the following:
|
Morgan Stanley & Co. LLC, Barclays Capital Inc. and
Credit Suisse Securities (USA) LLC are acting as dealer managers in connection with the tender offer described under Prospectus Supplement SummaryRecent Developments. We have agreed to pay the dealer managers a fee for their
services to us in connection with the tender offer.
2.
|
Additional conforming changes are made throughout the Preliminary Prospectus Supplement, including under the
headings SummaryThe Offering, Capitalization, Use of Proceeds and Underwriting, to reflect the changes described above .
|
*
|
An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating
agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. Each rating of the notes should be evaluated independently of any other rating and of similar
ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency.
|
The Issuer has filed a Registration Statement (including a prospectus) and the Preliminary Prospectus Supplement with the Securities
and Exchange Commission (the SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus in that Registration Statement, the Preliminary Prospectus Supplement and other documents the
Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer
participating in the offering will arrange to send you the Preliminary Prospectus Supplement and the accompanying prospectus if you request it by calling Morgan Stanley & Co. LLC at (866) 718-1649, Citigroup Global Markets Inc. at (800)
831-9146, BofA Securities, Inc. at 1-800-294-1322, J.P. Morgan Securities LLC at (212) 834-4533 or BNP Paribas Securities Corp. at (800) 854-5674.
Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was
automatically generated as a result of this communication being sent by Bloomberg or another email system.
Analog Devices (NASDAQ:ADI)
Gráfico Histórico do Ativo
De Jun 2024 até Jul 2024
Analog Devices (NASDAQ:ADI)
Gráfico Histórico do Ativo
De Jul 2023 até Jul 2024