Item 8.01. Other Events
On March 12, 2018, Analog Devices, Inc. (Analog Devices) issued $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 were sold in an underwritten public offering pursuant to an underwriting agreement, dated as of March 8, 2018, among Analog Devices and 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, previously filed with the SEC.
The 2020 Notes bear interest at a rate of 2.850% per year and will mature on March 12, 2020. The 2021 Notes bear interest at a rate of 2.950% per year
and will mature on January 12, 2021. Interest on the 2020 Notes is payable on March 12 and September 12 of each year, beginning on September 12, 2018. Interest on the 2021 Notes is payable on January 12 and July 12 of
each year, beginning on July 12, 2018.
At any time prior to the applicable maturity date of the Notes, Analog Devices may, at its option, redeem
some or all of the applicable series of Notes by paying a make-whole premium, plus accrued and unpaid interest, if any, to the date of redemption. The Notes are unsecured and rank equally in right of payment with all of Analog Devices other
unsecured senior indebtedness.
The Notes were issued pursuant to an indenture, dated as of June 3, 2013 (the Indenture), as supplemented
by a supplemental indenture, dated as of March 12, 2018 (the Supplemental Indenture), between Analog Devices and The Bank of New York Mellon Trust Company, N.A., as trustee. The Indenture and the Supplemental Indenture contain
certain covenants, events of default and other customary provisions.
On March 12, 2018, Analog Devices repaid a portion of the amount outstanding
under its five-year term loan using the net proceeds received from the offering of the Notes.
The foregoing descriptions of the Notes, the Indenture and
the Supplemental Indenture are summaries only and are qualified in their entirety by reference to the full text of such documents. The 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.