Analog Devices Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation
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| Item 1.01. | Entry into a Material Definitive Agreement |
On April 11, 2025, Analog Devices, Inc. (the “Company”) entered into a Fourth Amended and Restated Credit Agreement (“Revolving Credit Agreement”) among the Company, certain subsidiaries of the Company from time to time party thereto as Designated Borrowers, Bank of America, N.A. as Administrative Agent, Swing Line Lender and L/C Issuer, the several banks and other financial institutions from time to time parties thereto as lenders, JPMorgan Chase Bank, N.A., as syndication agent, Citibank, N.A., Morgan Stanley Senior Funding, Inc., Barclays Bank PLC and BNP Paribas Securities Corp., as co-documentation agents, and BofA Securities, Inc., JPMorgan Chase Bank, N.A., Citibank, N.A., Morgan Stanley Senior Funding, Inc., Barclays Bank PLC and BNP Paribas Securities Corp., as joint lead arrangers and joint bookrunners. The Revolving Credit Agreement, which amends and restates the Company’s existing third amended and restated revolving credit agreement dated as of June 23, 2021, provides for a 5-year revolving credit facility (“Revolving Credit Facility”) in an aggregate principal amount not to exceed $3.0 billion. Terms used in this Item 1.01 and not defined herein shall have the meanings ascribed to them in the Revolving Credit Agreement, which is attached to this Form 8-K as Exhibit 10.1.
The Revolving Credit Facility expires on April 11, 2030 and is currently undrawn. In advance of each annual anniversary of the Closing Date, the Revolving Credit Agreement may be extended for an additional year from the maturity date then in effect at the request of the Company and with the consent of the lenders with no limit on the number of such extension requests. Borrowings under the Revolving Credit Agreement are prepayable at the Company’s option in whole or in part without premium or penalty. Amounts borrowed under the Revolving Credit Agreement may be repaid and reborrowed from time to time prior to the maturity date.
Loans under the Revolving Credit Agreement can be Term SOFR Loans or Base Rate Loans at the Company’s option. Each Term SOFR Loan will bear interest at a rate per annum equal to the applicable Term SOFR plus (x) a margin based on the Company’s Debt Ratings from time to time of between 0.46% and 0.90% and (y) a SOFR Adjustment of 0.10%. Each Base Rate Loan will bear interest at a rate per annum equal to the Base Rate. In addition, the Company has agreed to pay a facility fee based on the Company’s Debt Ratings from time to time, at a rate per annum of between 0.040% and 0.100% times the actual daily amount of the Commitments in effect. The Revolving Credit Agreement includes a multicurrency borrowing feature for certain specified foreign currencies. The Company will guarantee the obligations of each subsidiary that is named a Designated Borrower under the Revolving Credit Agreement.
The Revolving Credit Agreement contains customary representations and warranties, and affirmative and negative covenants and events of default applicable to the Company and its subsidiaries. The events of default include, among others, nonpayment of principal, interest, fees or other amounts, failure to perform certain covenants, cross-defaults to certain other indebtedness, insolvency or bankruptcy, customary ERISA defaults or the occurrence of a change of control. The negative covenants include limitations on liens and mergers and other fundamental changes, among others. The Revolving Credit Agreement also requires that, commencing with the first fiscal quarter ending after the Closing Date, the Company maintain a ratio of consolidated EBITDA to consolidated interest charges of no less than 3.00 to 1.00 for any fiscal quarter ending thereafter.
In the ordinary course of their respective businesses, certain of the lenders and the other parties to the Revolving Credit Agreement and their respective affiliates have engaged, and may in the future engage, in commercial banking, investment banking, financial advisory or other services with the Company and its affiliates for which they have in the past received, and/or may in the future receive, customary compensation and expense reimbursement.
The foregoing description of the Revolving Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Revolving Credit Agreement, which is filed as Exhibit 10.1, and incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 10.1 | Fourth Amended and Restated Credit Agreement, dated as of April 11, 2025, among Analog Devices, Inc., as Borrower, Bank of America, N.A. as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party thereto. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 11, 2025 | ANALOG DEVICES, INC. | |||||
| By: | /s/ Janene I. Asgeirsson | |||||
| Janene I. Asgeirsson | ||||||
| Senior Vice President, Chief Legal Officer and Corporate Secretary | ||||||