Analog Devices, Inc. (Nasdaq: ADI) (the “Company”) announced
today that it has priced the previously announced 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”). The tender offer is being made on the terms
and subject to the conditions set forth in the Offer to Purchase,
dated September 28, 2021 (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.”
The Offer will expire today at 5:00 p.m., New York City time,
unless extended or earlier terminated by the Company as described
in the Offer Documents (such time and date, as they may be
extended, the “Expiration Time”). Holders who validly tender (and
do not validly withdraw) their Notes, or who deliver a properly
completed and duly executed Notice of Guaranteed Delivery in
accordance with the instructions in the Offer to Purchase, will be
eligible to receive the Tender Offer Consideration described below
and in 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
Reference Yield
Fixed Spread
Tender Offer Consideration (1),
(2)
2.500% Senior Notes due December 2021
032654 AL9 / US032654AL98
$400,000,000
1.250% U.S. Treasury Notes due October 31,
2021
PX3
0.378%
12.5 bps
$1,001.77
2.875% Senior Notes due June 2023
032654 AH8 / US032654AH86
$500,000,000
0.125% U.S. Treasury Notes due May 31,
2023
PX4
0.365%
15 bps
$1,041.39
3.125% Senior Notes due December 2023
032654 AM7 / US032654AM71
$550,000,000
1.375% U.S. Treasury Notes due September
30, 2023
PX4(3)
0.422%
15 bps
$1,053.78
3.900% Senior Notes due December 2025
032654 AJ4 / US032654AJ43
$850,000,000
0.250% U.S. Treasury Notes due August 31,
2025
PX5
0.994%
25 bps
$1,112.13
4.500% Senior Notes due December 2036
032654 AP0 / US032654AP03
$250,000,000
1.250% U.S. Treasury Notes due August 15,
2031
PX1
2.531%
105 bps
$1,239.96
5.300% Senior Notes due December 2045
032654 AK1 / US032654AK16
$400,000,000
2.375% U.S. Treasury Notes due May 15,
2051
PX1
2.940%
90 bps
$1,400.67
(1)
Per $1,000 principal amount.
(2)
The applicable Tender Offer Consideration
is calculated on the basis of pricing for the U.S. Treasury
Reference Security as of 2:00 p.m., New York City time, on October
4, 2021.
(3)
Formerly located at PX5.
In addition, holders whose Notes are validly tendered pursuant
to the Offer (and not validly withdrawn) prior to the Expiration
Time 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 all Notes tendered
pursuant to the Offer (and not validly withdrawn) prior to the
Expiration Time, including Notes tendered by Notice of Guaranteed
Delivery. The Company expects the Settlement Date to occur on
October 5, 2021. Notes tendered by 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 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 completion of the Company’s
previously announced offering of its new senior notes, which is
expected to occur immediately prior to the Settlement Date. The
complete terms and conditions of the Offer are set forth in the
Offer Documents. 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” listed in the table
above 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 pursuant to the Offer was
determined in the manner described in the Offer Documents by
reference to the fixed spread for the applicable Notes specified in
the table above plus the yield based on the applicable bid-side
price of the U.S. Treasury Reference Security specified in the
table above at 2:00 p.m., New York City time, on October 4,
2021.
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. Holders must make their own decision as to whether to tender
any of their Notes and, if so, the principal amounts of Notes to
tender.
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/20211004005881/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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