Analog Devices Announces Public Offering of Senior Notes

Analog Devices, Inc. (Nasdaq: ADI) (the “Company”) today announced that it is commencing an underwritten public offering (the “offering”) of five tranches of senior notes, subject to market conditions. The notes will bear interest at rates to be determined at pricing. Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., BofA Securities, Inc., J.P. Morgan Securities LLC and BNP Paribas Securities Corp. will act as joint book-running managers for the offering.

The Company intends to use a portion of the net proceeds from the offering to pay the purchase price for, and accrued and unpaid interest on, any and all of the Company’s outstanding 2.500% Senior Notes due December 2021 (the “2021 notes”), 2.875% Senior Notes due June 2023 (the “June 2023 notes”), 3.125% Senior Notes due December 2023 (the “December 2023 notes”), 3.900% Senior Notes due December 2025 (the “2025 notes”), 4.500% Senior Notes due December 2036 (the “2036 notes”) and 5.300% Senior Notes due December 2045 (the “2045 notes”) validly tendered (and not validly withdrawn) and accepted for purchase pursuant to a cash tender offer announced separately today (the “tender offer”), and to pay related fees and expenses in connection with the tender offer. Completion of the offering is not contingent upon completion of the tender offer. Completion of the tender offer is contingent on completion of the offering. To the extent all of the 2021 notes, the June 2023 notes, the December 2023 notes and the 2025 notes are not tendered and purchased in the tender offer, the Company may, but is not obligated to, use a portion of the net proceeds from the offering to redeem all or a portion of the remaining 2021 notes, June 2023 notes, December 2023 notes and 2025 notes. Any remaining net proceeds not used for the tender offer or related redemption will be used for general corporate purposes, which may include repayment of some or all of the amounts outstanding under the Company’s other indebtedness.

The notes are being offered pursuant to an effective registration statement on Form S-3 that was previously filed with the Securities and Exchange Commission. This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the Company’s notes, nor shall there be any sale of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The offering will be made only by means of a prospectus supplement and the accompanying base prospectus.