On April 8, 2020, Analog Devices, Inc. (“Analog Devices”) issued $400 million aggregate principal amount of 2.950% senior unsecured notes due April 1, 2025 (the “Notes”) in a public offering pursuant to a registration statement on Form S-3 (File No. 333-225652) (the “Registration Statement”) and a related prospectus and prospectus supplement, each as filed with the Securities and Exchange Commission (the “SEC”). The Notes were sold in an underwritten public offering pursuant to an underwriting agreement, dated as of April 6, 2020, among Analog Devices and J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as representatives of the several underwriters named therein, previously filed with the SEC.
The Notes bear interest at a rate of 2.950% per annum and will mature on April 1, 2025. Interest on the Notes is payable on April 1 and October 1 of each year, beginning on October 1, 2020.
At any time prior to March 1, 2025, Analog Devices may, at its option, redeem some or all of the Notes at a redemption price equal to the greater of 100% of the principal amount of the Notes being redeemed and the make-whole premium, plus accrued and unpaid interest on the Notes being redeemed, if any, to but excluding the date of redemption. On and after March 1, 2025, Analog Devices may, at its option, redeem some or all of the Notes at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest on the Notes being redeemed, if any, to but excluding the date of redemption. The Notes are unsecured and rank equally in right of payment with all of Analog Devices’ other existing and future unsecured senior indebtedness.
The Notes were issued pursuant to an indenture, dated as of June 3, 2013 (the “Base Indenture”), as supplemented by a supplemental indenture, dated as of April 8, 2020 (the “Supplemental Indenture”), in each case between Analog Devices and The Bank of New York Mellon Trust Company, N.A., as trustee. The Base Indenture and the Supplemental Indenture contain certain covenants, events of default and other customary provisions.
The foregoing descriptions of the Notes, the Base Indenture and the Supplemental Indenture are summaries only and are qualified in their entirety by reference to the full text of such documents. The Base Indenture, which was filed as Exhibit 4.1 to Analog Devices’ Current Report on Form 8-K filed with the SEC on June 3, 2013, and the Supplemental Indenture, which is attached hereto as Exhibit 4.2, are incorporated herein by reference.