Item 8.01. Other Events
On March 8, 2018, Analog Devices, Inc. (Analog Devices) entered into an Underwriting Agreement with Merrill Lynch, Pierce, Fenner & Smith
Incorporated, MUFG Securities Americas Inc., SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the Underwriting Agreement), pursuant to which Analog Devices
agreed to issue $300 million aggregate principal amount of 2.850% senior unsecured notes due March 12, 2020 (the 2020 Notes) and $450 million aggregate principal amount of 2.950% senior unsecured notes due January 12, 2021
(the 2021 Notes and, together with the 2020 Notes, the Notes) in a public offering pursuant to a registration statement on Form
S-3
(File
No. 333-207043)
and a related prospectus and prospectus supplement, each as filed with the Securities and Exchange Commission (the SEC). The Notes are to be issued under an indenture between
Analog Devices and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by a supplemental indenture to be entered into with the trustee. The offering is expected to close on March 12, 2018, subject to customary closing
conditions.
Analog Devices expects that the net proceeds from the sale of the Notes will be approximately $743.4 million after deducting
underwriting discounts and estimated offering expenses. Analog Devices intends to use the net proceeds to repay a portion of the amount outstanding under its five-year term loan.
The above description is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated herein by
reference.
The full text of the press release issued in connection with the announcement of the pricing of the offering is attached as Exhibit 99.1 to
this Form
8-K
and incorporated herein by reference.
This Current Report on Form
8-K
contains forward-looking statements that involve a number of risks and uncertainties. Important factors that could cause actual results to differ materially from those indicated by such forward-looking
statements are set forth in Analog Devices Quarterly Report on Form
10-Q
for the quarter ended February 3, 2018, under the section Risk Factors, which is on file with the SEC. All
statements other than statements of historical fact are statements that could be deemed forward-looking statements. These statements are based on current expectations, estimates, forecasts, and projections about the industries in which we operate
and the beliefs and assumptions of our management. Words such as expects, anticipates, targets, goals, projects, intends, plans, believes,
seeks, estimates, continues, may, could and will, and variations of such words and similar expressions are intended to identify such forward-looking statements. The following
important factors and uncertainties, among others, could cause actual results to differ materially from those described in these forward-looking statements: completion of the offering on the terms described, if at all and any faltering in global
economic conditions or the stability of credit and financial markets. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including
those identified in the section entitled Risk Factors and elsewhere in our Quarterly Report on Form
10-Q.
Therefore, actual results may differ materially and adversely from those expressed in any
forward-looking statements. We undertake no obligation to revise or update any forward-looking statements, including to reflect events or circumstances occurring after the date of the filing of this Current Report on Form
8-K,
except to the extent required by law.