| Item 1.01. |
Entry into a Material Definitive Agreement |
On July 2, 2026, Analog Devices, Inc. (the “Company”) entered into a Credit Agreement (the “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, the several banks and other financial institutions from time to time parties thereto as lenders, Citibank, N.A., JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., Barclays Bank PLC and BNP Paribas Securities Corp., as co-documentation agents, and BofA Securities, Inc., Citibank, N.A., JPMorgan Chase Bank, 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, provides for a 364-day 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 July 1, 2027 (the “Initial Maturity Date”). 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. Additionally, the Company may, no less than three business days prior to the Initial Maturity Date, opt to convert all or a portion of the then outstanding loans under the Revolving Credit Facility to a non-amortizing term loan that will be due upon the one year anniversary of the Initial Maturity Date, subject to specified conditions and a fee equal to 0.50% of the principal amount of loans so converted. Borrowings under the Revolving Credit Agreement are prepayable at the Company’s option in whole or in part without premium or penalty, subject to reimbursement of the Lenders’ breakage and redeployment costs. Voluntary reductions of the unutilized portion of the commitments under the Revolving Credit Facility are similarly permissible without penalty. In addition, amounts borrowed under the Revolving Credit Agreement may be repaid and reborrowed from time to time prior to the maturity date.
The Company may not request increases in the lending commitments under the Revolving Credit Agreement. Furthermore, the Company has the right, subject to certain conditions set forth in the Revolving Credit Agreement, to designate certain foreign subsidiaries of the Company as borrowers under the Revolving Credit Facility. In connection with any such designation, the Company will guarantee the obligations of each subsidiary that is named as Designated Borrower under the Revolving Credit Agreement.
Loans under the Revolving Credit Agreement may bear interest based on Term SOFR, Base Rate or specified alternative currency benchmark rates. Each Term SOFR Loan will bear interest at a rate per annum equal to the applicable Term SOFR plus a margin based on the Company’s Debt Ratings from time to time of between 0.48% and 0.925%. 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 0.020% and 0.075% times the actual daily amount of the Commitments in effect. The Revolving Credit Agreement includes a multicurrency borrowing feature permitting borrowings in U.S. dollars, euros, pounds sterling and certain other approved currencies.
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.
