Analog Devices, Inc. (Nasdaq: ADI) (the “Company”) announced
today that the previously announced cash tender offer by the
Company 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”), expired on Monday, October 4, 2021 at 5:00
p.m., New York City time (the “Expiration Time”). The tender offer
was 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.”
According to information provided by D.F. King & Co., Inc.,
the tender agent and information agent for the Offer, (i)
$71,181,000, or 17.80%, of the $400,000,000 aggregate principal
amount of the 2021 Notes, (ii) $133,317,000, or 26.66%, of the
$500,000,000 aggregate principal amount of the June 2023 Notes,
(iii) $282,735,000, or 51.41%, of the $550,000,000 aggregate
principal amount of the December 2023 Notes, (iv) $323,313,000, or
38.04%, of the $850,000,000 aggregate principal amount of the 2025
Notes, (v) $105,722,000, or 42.29%, of the $250,000,000 aggregate
principal amount of the 2036 Notes and (vi) $67,413,000, or 16.85%,
of the $400,000,000 aggregate principal amount of the 2045 Notes
had been validly tendered and delivered (and not validly withdrawn)
in the Offer at or prior to the Expiration Time. In addition,
$730,000 aggregate principal amount of June 2023 Notes, $1,309,000
aggregate principal amount of December 2023 Notes and $3,085,000
aggregate principal amount of 2025 Notes remain subject to
guaranteed delivery procedures. Payment for the Notes validly
tendered pursuant to the Offer (and not validly withdrawn) prior to
the Expiration Time and accepted for purchase is intended to be
made on or around October 5, 2021 (the “Settlement Date”), and
payment for the Notes validly tendered pursuant to a Notice of
Guaranteed Delivery (and not validly withdrawn) prior to the
Expiration Time and accepted for purchase, is intended to be made
on or around October 7, 2021 (the “Guaranteed Delivery Settlement
Date”).
As previously announced, the applicable “Tender Offer
Consideration” will be $1,001.77 for each $1,000 principal amount
of 2021 Notes, $1,041.39 for each $1,000 principal amount of June
2023 Notes, $1,053.78 for each $1,000 principal amount of December
2023 Notes, $1,112.13 for each $1,000 principal amount of 2025
Notes, $1,239.96 for each $1,000 principal amount of 2036 Notes and
$1,400.67 for each $1,000 principal amount of 2045 Notes, plus
accrued and unpaid interest to, but not including, the Settlement
Date, payable on the Settlement Date or the Guaranteed Delivery
Settlement Date, as applicable. The Offer will be funded from a
portion of the net proceeds from the recently completed sale by the
Company on October 5, 2021 of its Floating Rate Senior Notes due
2024, 1.700% Sustainability-Linked Senior Notes due 2028, 2.100%
Senior Notes due 2031, 2.800% Senior Notes due 2041 and 2.950%
Senior Notes due 2051.
The Offer was made solely pursuant to the Offer Documents and
was not 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.
Barclays Capital Inc., Credit Suisse Securities (USA) LLC and
Morgan Stanley & Co. LLC acted as dealer managers for the
Offer. D.F. King & Co., Inc. served as the tender agent and
information agent for the Offer.
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. If any holder is in any doubt as to the
contents of this press release, or the Offer, 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 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
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/20211005005367/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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