On December 5, 2016, Analog Devices, Inc. (Analog Devices) issued $400
million aggregate principal amount of 2.500% senior unsecured notes due December 5, 2021 (the 2021 Notes), $550 million aggregate principal amount of 3.125% senior unsecured notes due December 5, 2023 (the 2023
Notes), $900 million aggregate principal amount of 3.500% senior unsecured notes due December 5, 2026 (the 2026 Notes) and $250 million aggregate principal amount of 4.500% senior unsecured notes due December 5, 2036 (the
2036 Notes and, together with the 2021 Notes, the 2023 Notes and the 2026 Notes, the Notes) in a public offering pursuant to a registration statement on Form S-3 (File No. 333-207043) (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 November 30, 2016, among Analog Devices and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC and MUFG Securities Americas Inc., as representatives of the several
underwriters named therein, previously filed with the SEC.
The 2021 Notes bear interest at a rate of 2.500% per year and will mature on
December 5, 2021. The 2023 Notes bear interest at a rate of 3.125% per year and will mature on December 5, 2023. The 2026 Notes bear interest at a rate of 3.500% per year and will mature on December 5, 2026. The 2036 Notes
bear interest at a rate of 4.500% per year and will mature on December 5, 2036. Interest on the Notes is payable on June 5 and December 5 of each year, beginning on June 5, 2017.
At any time prior to November 5, 2021 in the case of the 2021 Notes, October 5, 2023 in the case of the 2023 Notes, September 5, 2026 in the
case of the 2026 Notes and June 5, 2036 in the case of the 2036 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. At any time on or after November 5, 2021 in the case of the 2021 Notes, October 5, 2023 in the case of the 2023 Notes, September 5, 2026 in the case of the 2026 Notes and June 5, 2036 in the case of the 2036 Notes,
Analog Devices may, at its option, redeem some or all of the applicable series of Notes at par, 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.
If (1) Analog Devices pending acquisition of Linear Technology Corporation
(Linear) is not consummated or the merger agreement is terminated on or prior to April 26, 2017, which may be extended under certain circumstances to October 26, 2017, or (2) Analog Devices notifies the trustee in writing or
otherwise announces that it will not pursue the consummation of the acquisition, then the 2021 Notes, the 2023 Notes and the 2036 Notes will be subject to a special mandatory redemption at a price equal to 101% of the aggregate principal amount of
each such series of notes plus accrued and unpaid interest, if any, to the special mandatory redemption date. The 2026 Notes will not be subject to the special mandatory redemption.
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 December 5, 2016 (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.
In connection with the offering of the Notes, commitments under Analog Devices 364-day bridge facility were reduced
by the net cash proceeds received from the offering of the Notes, and the Company may choose to further reduce such commitments by an additional amount.
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 Securities and Exchange Commission on June 3, 2013, and the Supplemental Indenture, which is
attached hereto as Exhibit 4.2, are incorporated herein by reference.
This Current Report on Form 8-K contains forward-looking statements that involve a
number of risks and uncertainties. Important factors that could cause actual results to differ materially from those indicated by such
forward-looking statements are set forth in Analog Devices Annual Report on Form 10-K for the year ended October 29, 2016, under the section Risk Factors, which is on file
with the SEC. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. These statements are based on current expectations, estimates, forecasts, and projections about the industries in
which we operate and the beliefs and assumptions of our management. Words such as expects, anticipates, targets, goals, projects, intends, plans,
believes, seeks, estimates, continues, may, could and will, and variations of such words and similar expressions are intended to identify such forward-looking
statements. In addition, any statements that refer to projections regarding our future financial performance, including interest and other expense; our anticipated growth and trends in our businesses; the proposed acquisition of Linear and financing
for the proposed transaction; the ability to satisfy the conditions to closing of the proposed transaction, on the expected timing or at all; the ability to obtain required regulatory approvals for the proposed transaction, on the expected timing or
at all, including the potential for regulatory authorities to require divestitures in connection with the proposed transaction; the occurrence of any event that could give rise to the termination of the merger agreement; the risk of stockholder
litigation relating to the proposed transaction, including resulting expense or delay; higher than expected or unexpected costs associated with or relating to the transaction; the risk that expected benefits, synergies and growth prospects of the
transaction may not be achieved in a timely manner, or at all; the risk that Linears business may not be successfully integrated with ours following the closing; the risk that we and Linear will be unable to retain and hire key personnel; the
risk that disruption from the transaction may adversely affect Linears or our business and relationships with their customers, suppliers or employees; our future liquidity, capital needs and capital expenditures; our future market position and
expected competitive changes in the marketplace for our products; our ability to pay dividends or repurchase stock; our ability to service our outstanding debt; our expected tax rate; the effect of new accounting pronouncements; our ability to
successfully integrate acquired businesses and technologies; and other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are
subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified in the section entitled Risk Factors and elsewhere in our Annual Report on Form 10-K. Therefore, actual results may differ
materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update any forward-looking statements, including to reflect events or circumstances occurring after the date of the filing of
this Current Report on Form 8-K, except to the extent required by law.