SUBJECT TO COMPLETION, DATED SEPTEMBER 28, 2021
PRELIMINARY PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED
SEPTEMBER 24, 2021)
Analog Devices, Inc.
$ Floating Rate Senior Notes
Due ,
$ %
Sustainability-Linked Senior Notes Due ,
$ % Senior Notes
Due ,
$ % Senior Notes
Due ,
$ % Senior Notes
Due ,
We are offering
$ aggregate principal amount of our floating rate senior notes due
, , which we refer to as the Floating Rate Notes,
$ aggregate principal amount of our % sustainability-linked senior notes due
, , which we refer to as the Sustainability-Linked Senior Notes,
$ aggregate principal amount of our % senior notes due
, , which we refer to as the
Notes, $ aggregate principal amount of our %
senior notes due , , which we refer to as the
Notes, and $ aggregate principal amount of our
% senior notes due , , which we refer to as the
Notes. We refer to the Notes,
the Notes, the Notes and the Floating Rate Notes collectively as the senior notes, to
the Notes, the Notes, the Notes and
the Sustainability-Linked Senior Notes collectively as the Fixed Rate Notes, and to the Fixed Rate Notes and the Floating Rate Notes, collectively, as the notes.
The Floating Rate Notes will mature on
, , the Sustainability-Linked Senior Notes will mature on
, , the Notes will mature on
, , the Notes will mature on
, and the Notes will mature on
, .
We will
pay interest on the Fixed Rate Notes semi-annually in arrears each and . The first interest payment for
the Fixed Rate Notes will be made on , 2022. We will pay interest on the Floating Rate Notes quarterly in arrears on
, , and
of each year. The first interest payment for the Floating Rate Notes will be made on
, 2021.
The Floating Rate Notes will bear interest at a
floating annual rate equal to a benchmark rate, which will initially be Compounded SOFR (as defined under Description of Notes), plus a spread of basis points
( %) per annum. See Description of NotesInterestFloating Rate Notes.
The
Sustainability-Linked Senior Notes will initially bear interest at a rate of % per annum. From and including
, 2026 (the Interest Rate Step Up Date), the interest rate payable on the Sustainability-Linked Senior Notes, to but not including the
maturity date of the Sustainability-Linked Senior Notes, shall be increased by an additional 30 basis points (0.30%) per annum in the aggregate unless we have satisfied the Sustainability Performance Target and received a related Assurance Letter
(as each such term is defined under Description of Notes). See Description of NotesInterestSustainability-Linked Senior Notes.
We may not redeem the Floating Rate Notes prior to their maturity. We may redeem some or all of the Fixed Rate Notes at any time and from time to time at
the applicable redemption prices described under the caption Description of the NotesOptional Redemption. If a Change of Control Triggering Event (as defined under the caption Description of the NotesChange of Control
Offer) occurs, we may be required to offer to purchase each series of notes from their holders in cash at a repurchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase.
There are no sinking funds for the notes.
The notes will be our senior unsecured obligations. The notes will rank without preference or priority among
themselves and equally in right of payment with all of our other existing and future senior unsecured and unsubordinated debt and rank senior in right of payment to all of our future subordinated debt.
The notes are new issues of securities with no established trading market. We do not intend to apply for the listing of the notes on any securities exchange or
for inclusion of the notes on any automated dealer quotation system.
Investing in the notes involves risks. See Risk Factors beginning on page
S-13.
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Price to
public(1)
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Underwriting
discounts
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Proceeds,
before
expenses,
to us(1)
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Per Floating Rate Note
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%
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%
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%
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Floating Rate Note Total
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$
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$
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$
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Per Sustainability-Linked Senior Note
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%
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%
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%
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Sustainability-Linked Senior Note Total
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$
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$
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$
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Per Note
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%
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%
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%
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Note Total
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$
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$
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$
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Per Note
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%
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%
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%
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Note Total
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$
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$
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$
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Per Note
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%
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%
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%
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Note Total
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$
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$
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$
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Total
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$
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$
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$
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(1)
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Plus accrued interest, if any,
from , 2021, if settlement occurs after that date.
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We expect that delivery of the notes in book-entry form will be made to investors through the facilities of The Depository Trust Company and its direct
participants, including Clearstream Banking S.A. and Euroclear Bank SA/NV, on or about , 2021.
Neither the Securities and Exchange Commission (the SEC) nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
Joint
Book-Running Managers
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Morgan Stanley
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Citigroup
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BofA Securities
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J.P. Morgan
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BNP PARIBAS
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(Global Coordinator)
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(Sustainability-Linked Bond Structuring Advisor)
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(Sustainability-Linked Bond Structuring Advisor)
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The date of this prospectus supplement is
, 2021.