Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
06 April 2020 - 11:26PM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration Statement No. 333-225652
Pricing Term Sheet
April
6, 2020
Analog Devices, Inc.
$400,000,000 2.950% Senior Notes due April 1, 2025
This pricing term sheet, dated April 6, 2020 (this Pricing Term Sheet), should be read together with the preliminary prospectus supplement,
dated April 6, 2020 (the Preliminary Prospectus Supplement), of Analog Devices, Inc. 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.
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Issuer:
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Analog Devices, Inc.
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Format:
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SEC Registered
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Trade Date:
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April 6, 2020
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Settlement Date (T+2):
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April 8, 2020
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Maturity Date:
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April 1, 2025
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Aggregate Principal Amount:
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$400,000,000
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Coupon:
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2.950%
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Price to Public (Issue Price):
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99.496% of the principal amount
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Pricing Benchmark Treasury:
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UST 0.500% due March 31, 2025
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Benchmark Treasury Price and Yield:
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100-101⁄4; 0.435%
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Spread to Benchmark Treasury:
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262.5 basis points
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Re-Offer Yield:
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3.060%
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Interest Payment Dates:
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Semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2020
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Optional Redemption:
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Prior to March 1, 2025 (the date that is one month prior to the maturity date) (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 40 basis points, 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.
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Use of Proceeds:
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The Issuer estimates that the net proceeds will be approximately $395,584,000, after deducting estimated expenses and the underwriting discount. The Issuer intends to allocate the net proceeds from this offering to finance or
refinance, in whole or in part, one or more new or existing Eligible Projects. The Issuer refers you to the Preliminary Prospectus Supplement for more information about the eligibility criteria for such Eligible
Projects.
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CUSIP / ISIN:
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032654AS4 / US032654AS42
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Expected Ratings*:
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Moodys: Baa1 (stable outlook)
S&P:
BBB (stable outlook)
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Denominations:
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$2,000 × $1,000
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Joint Book-Running Managers:
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J.P. Morgan Securities LLC
Citigroup Global
Markets Inc.
Credit Suisse Securities (USA) LLC
Morgan
Stanley & Co. LLC
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Co-Managers:
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BMO Capital Markets Corp.
PNC Capital Markets
LLC
TD Securities (USA) LLC
Roberts & Ryan Investments
Inc.
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*
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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.
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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 J.P. Morgan Securities LLC at (212) 834-4533 or
Citigroup Global Markets Inc. at 1 (800) 831-9146.
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.
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