8-KRegulation FDOther EventsExhibits & Filings

ANALOG DEVICES INC 8-K Report, Regulation FD Disclosure (Dec 1, 2016)

Filed December 1, 2016For Securities:ADI

Summary

Analog Devices, Inc. (ADI) filed an 8-K on December 1, 2016, reporting on two significant financial events. Firstly, the company updated its non-GAAP interest and other expense outlook for the first fiscal quarter of 2017, anticipating approximately $30 to $35 million per quarter until the closing of its acquisition of Linear Technology Corporation (Linear). This projection excludes specific adjustments related to bridge fee amortization upon termination. The company also highlighted that a quantitative reconciliation to GAAP for forward-looking non-GAAP information is not feasible due to the unpredictable nature of items impacted by future events, particularly those related to the Linear acquisition integration. Secondly, ADI announced the pricing of a significant public offering of senior unsecured notes totaling $2.1 billion. This offering includes notes with varying maturities and coupon rates, ranging from 2.500% due 2021 to 4.500% due 2036. The primary intended use of the net proceeds, estimated at $2.075 billion, is to finance a portion of the cash consideration for the pending acquisition of Linear Technology Corporation. In the event of a special mandatory redemption of the 2026 notes, proceeds would be allocated to general corporate purposes. The offering was expected to close on December 5, 2016.

Key Highlights

  • 1Analog Devices (ADI) is updating its non-GAAP interest and other expense forecast for Q1 FY2017 to $30-35 million per quarter, excluding certain bridge fee amortization adjustments.
  • 2The updated expense outlook is contingent until the closing of the acquisition of Linear Technology Corporation (Linear).
  • 3ADI is unable to provide GAAP reconciliation for future non-GAAP financial measures due to the unpredictable nature of costs associated with the Linear acquisition and integration.
  • 4ADI priced a public offering of $2.1 billion in senior unsecured notes across multiple tranches (2021, 2023, 2026, and 2036 maturities).
  • 5The net proceeds from the note offering are expected to be approximately $2.075 billion.
  • 6The primary use of proceeds is to fund a portion of the cash consideration for the pending acquisition of Linear Technology Corporation.
  • 7The note offering was expected to close on December 5, 2016.

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