Debt

On July 26, 2016, the Company entered into a definitive agreement to acquire Linear. In connection with the proposed acquisition, the Company announced that it had obtained a 364-day senior unsecured bridge facility in an aggregate principal amount of up to $7.5 billion (364-day Bridge) and a 90-day senior unsecured bridge facility in an aggregate principal amount of up to $4.1 billion. The bridge financing commitments expire on April 26, 2017, but may be extended until October 26, 2017 under certain conditions. As discussed below, as a result of entering into the term loan facility and the issuance of $2.1 billion senior unsecured notes, the 364-day Bridge financing was terminated. In total, the Company expects to incur fees for the bridge financing commitments of approximately $36.7 million, of which $28.7 million was recorded as debt issuance costs in the third quarter of fiscal 2016 and is being amortized into interest expense over the term of the bridge financing commitments. As a result of entering into the term loan facility and senior unsecured notes described below, $13.7 million and $7.2 million of unamortized bridge fees relating to the 364-day Bridge were accelerated and amortized into interest expense in the fourth quarter of fiscal 2016 and first quarter of fiscal 2017, respectively.

On September 23, 2016, the Company entered into a term loan facility consisting of a 3-year unsecured term loan facility in the principal amount of $2.5 billion and a 5-year unsecured term loan facility in the principal amount of $2.5 billion established pursuant to a credit agreement with the Company as the borrower and JP Morgan Chase Bank, N.A. as administrative agent and other banks identified therein as lenders (Term Loan Agreement). The term loan facility replaced $5.0 billion of the 364-day Bridge. The closing date and availability of the initial borrowings under the Term Loan Agreement are conditioned upon the consummation of the acquisition of Linear. The commitments are automatically terminated on the earlier of the making of the loans to the Company on the closing date of the acquisition of Linear or October 26, 2017. The Company has agreed to pay a ticking fee based on the Company’s debt rating from time to time, accruing beginning 60 days following the effectiveness of the Term Loan Agreement and continuing until the earlier of the termination of the commitments or the closing date of the acquisition of Linear.

On December 5, 2016, the Company issued $400.0 million aggregate principal amount of 2.5% senior unsecured notes due December 5, 2021 (the 2021 Notes), $550.0 million aggregate principal amount of 3.125% senior unsecured notes due December 5, 2023 (the December 2023 Notes), $900.0 million aggregate principal amount of 3.5% senior unsecured notes due December 5, 2026 (the 2026 Notes) and $250.0 million aggregate principal amount of 4.5% senior unsecured notes due December 5, 2036 (the 2036 Notes, and together with the 2021 Notes, the December 2023 Notes and the 2026 Notes, the Notes) with semi-annual fixed interest payments due on June 5 and December 5 of each year, commencing June 5, 2017. The Notes were sold in an underwritten public offering pursuant to the terms of an underwriting agreement, dated as of November 30, 2016, among the Company 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. The net proceeds of the offering were $2.1 billion, after discount and issuance costs. Debt discount and issuance costs will be amortized through interest expense over the term of the Notes. The Notes were issued pursuant to an indenture, as supplemented by a supplemental indenture, and the indenture and supplemental indenture contain certain covenants, events of default and other customary provisions. As of January 28, 2017, the Company was compliant with these covenants. The Notes are subordinated to any future secured debt and to the other liabilities of the Company's subsidiaries. The issuance of the Notes replaced the remaining $2.5 billion of the 364-day Bridge. If (1) the Company’s pending acquisition of 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) the Company notifies the trustee in writing or otherwise announces that it will not pursue the consummation of the acquisition, then the 2021 Notes, the December 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.

In addition, the Company expects to incur approximately $4.0 million in customary fees, including ticking fees, related to the future financing arrangements as well as its revolving credit facility, of which approximately $0.7 million was recorded as debt issuance costs in fiscal 2016 and is being amortized into interest expense over the term of the associated financing arrangements and of which $1.2 million was expensed in the first quarter of fiscal 2017. Additional fees will be incurred in connection with the Term Loan Agreement and when the remaining bridge financing commitments are drawn.

The Company’s debt consisted of the following as of January 28, 2017 and October 29, 2016:



	January 28, 2017				October 29, 2016
	Principal		Unamortized discount and debt issuance costs		Principal		Unamortized discount and debt issuance costs
2021 Notes, due December 2021	400,000		4,432		—		—
2023 Notes, due June 2023	500,000		3,895		500,000		4,047
2023 Notes, due December 2023	550,000		6,042		—		—
2025 Notes, due December 2025	850,000		7,816		850,000		8,034
2026 Notes, due December 2026	900,000		12,594		—		—
2036 Notes, due December 2036	250,000		4,129		—		—
2045 Notes, due December 2045	400,000		5,692		400,000		5,742
Total Long-Term Debt	$	3,850,000	$	44,600	$	1,750,000	$	17,823