CDNS · Cadence Design Systems Inc · Financials

On September 10, 2024 (the “Closing Date”), Cadence Design Systems, Inc. (the “Company”) closed its previously announced public offering of $2.5 billion aggregate principal amount of senior notes, consisting of $500.0 million aggregate principal amount of its 4.200% Senior Notes due 2027 (the “2027 Notes”), $1.0 billion aggregate principal amount of its 4.300% Senior Notes due 2029 (the “2029 Notes”) and $1.0 billion aggregate principal amount of its 4.700% Senior Notes due 2034 (the “2034 Notes” and together with the 2027 Notes and the 2029 Notes, the “Notes”). The Notes were issued pursuant to an indenture, dated as of the Closing Date (the “Base Indenture”) by and between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of the Closing Date (the “Supplemental Indenture,” together with the Base Indenture, the “Indenture”), by and between the Company and the Trustee. As used in the following description, capitalized terms not otherwise defined herein have the meanings assigned to them in the Indenture.

Issuer evidence: On September 10, 2024 (the “Closing Date”), Cadence Design Systems, Inc. (the “Company”) closed its previously announced public offering of $2.5 billion aggregate principal amount of senior notes, consisting of $500.0 million aggregate principal amount of its 4.200% Senior Notes due 2027 (the “2027 Notes”), $1.0 billion aggregate principal amount of its 4.300% Senior Notes due 2029 (the “2029 Notes”) and $1.0 billion aggregate principal amount of its 4.700% Senior Notes due 2034 (the “2034 Notes” and together with the 2027 Notes and the 2029 Notes, the “Notes”). The Notes were issued pursuant to an indenture, dated as of the Closing Date (the “Base Indenture”) by and between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of the Closing Date (the “Supplemental Indenture,” together with the Base Indenture, the “Indenture”), by and between the Company and the Trustee. As used in the following description, capitalized terms not otherwise defined herein have the meanings assigned to them in the Indenture.

Supporting evidence: The 2027 Notes bear interest at the rate of 4.200% per year and mature on September 10, 2027. The 2029 Notes bear interest at the rate of 4.300% per year and mature on September 10, 2029. The 2034 Notes bear interest at the rate of 4.700% per year and mature on September 10, 2034. Interest on the Notes will accrue from September 10, 2024 and will be payable semi-annually in arrears on March 10 and September 10 of each year, commencing on March 10, 2025. The Notes are the Company’s general unsecured senior obligations and rank equal in right of payment to all of its existing and future senior indebtedness.

Supporting evidence: On September 10, 2024 (the “Closing Date”), Cadence Design Systems, Inc. (the “Company”) closed its previously announced public offering of $2.5 billion aggregate principal amount of senior notes, consisting of $500.0 million aggregate principal amount of its 4.200% Senior Notes due 2027 (the “2027 Notes”), $1.0 billion aggregate principal amount of its 4.300% Senior Notes due 2029 (the “2029 Notes”) and $1.0 billion aggregate principal amount of its 4.700% Senior Notes due 2034 (the “2034 Notes” and together with the 2027 Notes and the 2029 Notes, the “Notes”). The Notes were issued pursuant to an indenture, dated as of the Closing Date (the “Base Indenture”) by and between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of the Closing Date (the “Supplemental Indenture,” together with the Base Indenture, the “Indenture”), by and between the Company and the Trustee. As used in the following description, capitalized terms not otherwise defined herein have the meanings assigned to them in the Indenture.

(a) The 2027 Notes shall be entitled the “4.200% Senior Notes due 2027”. The Trustee shall authenticate and deliver (i) the 2027 Notes for original issue on the date hereof (the “Original 2027 Notes”) in the aggregate principal amount of $500.0 million, and (ii) additional 2027 Notes for original issue from time to time after the date hereof in such principal amounts as may be specified in a Company Order described in this sentence, in each case upon a Company Order for the authentication and delivery thereof and satisfaction of the other provisions of Section 2.3 of the Base Indenture. Such Company Order shall specify the amount of the 2027 Notes to be authenticated, the date on which the original issue of 2027 Notes is to be authenticated, and the name or names of the initial Holder or Holders. The Original 2027 Notes and any additional 2027 Notes issued and authenticated pursuant to clause (ii) of this paragraph shall constitute a single series of Notes for all purposes under the Indenture.

Issuer evidence: THIS FIRST SUPPLEMENTAL INDENTURE, dated as of September 10, 2024 (the “Supplemental Indenture”), is between CADENCE DESIGN SYSTEMS, INC., a Delaware corporation (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (the “Trustee”), to the Indenture (as defined below).

Supporting evidence: The principal amount of each 2027 Note shall be payable on September 10, 2027. Each 2027 Note shall bear interest from the date of original issuance, or the most recent date to which interest has been paid, at the fixed rate of 4.200% per annum. The dates on which interest on the 2027 Notes shall be payable shall be March 10 and September 10 of each year (the “2027 Notes Interest Payment Dates”). The regular record date for interest payable on the 2027 Notes on any 2027 Notes Interest Payment Date shall be March 1 and September 1, as the case may be, next preceding such 2027 Notes Interest Payment Date.

Supporting evidence: WHEREAS, the Company has duly authorized and desires to create three new series of Securities to be issued under the Indenture, as hereby supplemented, consisting of: (i) $500.0 million in an initial aggregate principal amount of Securities to be designated the “4.200% Senior Notes due 2027” (the “2027 Notes”), (ii) $1.0 billion in an initial aggregate principal amount of Securities to be designated the “4.300% Senior Notes due 2029” (the “2029 Notes”), and (iii) $1.0 billion in an initial aggregate principal amount of Securities to be designated the “4.700% Senior Notes due 2034” (the “2034 Notes” and, together with the 2027 Notes and the 2029 Notes, the “Notes” and each, a “series of Notes”), the form and substance of such Notes and the terms, provisions and conditions thereof to be set forth as provided in the Indenture and this Supplemental Indenture;

Supporting evidence: WHEREAS, the Company has duly authorized and desires to create three new series of Securities to be issued under the Indenture, as hereby supplemented, consisting of: (i) $500.0 million in an initial aggregate principal amount of Securities to be designated the “4.200% Senior Notes due 2027” (the “2027 Notes”), (ii) $1.0 billion in an initial aggregate principal amount of Securities to be designated the “4.300% Senior Notes due 2029” (the “2029 Notes”), and (iii) $1.0 billion in an initial aggregate principal amount of Securities to be designated the “4.700% Senior Notes due 2034” (the “2034 Notes” and, together with the 2027 Notes and the 2029 Notes, the “Notes” and each, a “series of Notes”), the form and substance of such Notes and the terms, provisions and conditions thereof to be set forth as provided in the Indenture and this Supplemental Indenture;

On September 10, 2024 (the “Closing Date”), Cadence Design Systems, Inc. (the “Company”) closed its previously announced public offering of $2.5 billion aggregate principal amount of senior notes, consisting of $500.0 million aggregate principal amount of its 4.200% Senior Notes due 2027 (the “2027 Notes”), $1.0 billion aggregate principal amount of its 4.300% Senior Notes due 2029 (the “2029 Notes”) and $1.0 billion aggregate principal amount of its 4.700% Senior Notes due 2034 (the “2034 Notes” and together with the 2027 Notes and the 2029 Notes, the “Notes”). The Notes were issued pursuant to an indenture, dated as of the Closing Date (the “Base Indenture”) by and between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of the Closing Date (the “Supplemental Indenture,” together with the Base Indenture, the “Indenture”), by and between the Company and the Trustee. As used in the following description, capitalized terms not otherwise defined herein have the meanings assigned to them in the Indenture.

Issuer evidence: On September 10, 2024 (the “Closing Date”), Cadence Design Systems, Inc. (the “Company”) closed its previously announced public offering of $2.5 billion aggregate principal amount of senior notes, consisting of $500.0 million aggregate principal amount of its 4.200% Senior Notes due 2027 (the “2027 Notes”), $1.0 billion aggregate principal amount of its 4.300% Senior Notes due 2029 (the “2029 Notes”) and $1.0 billion aggregate principal amount of its 4.700% Senior Notes due 2034 (the “2034 Notes” and together with the 2027 Notes and the 2029 Notes, the “Notes”). The Notes were issued pursuant to an indenture, dated as of the Closing Date (the “Base Indenture”) by and between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of the Closing Date (the “Supplemental Indenture,” together with the Base Indenture, the “Indenture”), by and between the Company and the Trustee. As used in the following description, capitalized terms not otherwise defined herein have the meanings assigned to them in the Indenture.

Supporting evidence: The 2027 Notes bear interest at the rate of 4.200% per year and mature on September 10, 2027. The 2029 Notes bear interest at the rate of 4.300% per year and mature on September 10, 2029. The 2034 Notes bear interest at the rate of 4.700% per year and mature on September 10, 2034. Interest on the Notes will accrue from September 10, 2024 and will be payable semi-annually in arrears on March 10 and September 10 of each year, commencing on March 10, 2025. The Notes are the Company’s general unsecured senior obligations and rank equal in right of payment to all of its existing and future senior indebtedness.

Supporting evidence: On September 10, 2024 (the “Closing Date”), Cadence Design Systems, Inc. (the “Company”) closed its previously announced public offering of $2.5 billion aggregate principal amount of senior notes, consisting of $500.0 million aggregate principal amount of its 4.200% Senior Notes due 2027 (the “2027 Notes”), $1.0 billion aggregate principal amount of its 4.300% Senior Notes due 2029 (the “2029 Notes”) and $1.0 billion aggregate principal amount of its 4.700% Senior Notes due 2034 (the “2034 Notes” and together with the 2027 Notes and the 2029 Notes, the “Notes”). The Notes were issued pursuant to an indenture, dated as of the Closing Date (the “Base Indenture”) by and between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of the Closing Date (the “Supplemental Indenture,” together with the Base Indenture, the “Indenture”), by and between the Company and the Trustee. As used in the following description, capitalized terms not otherwise defined herein have the meanings assigned to them in the Indenture.

(b) The 2029 Notes shall be entitled the “4.300% Senior Notes due 2029”. The Trustee shall authenticate and deliver (i) the 2029 Notes for original issue on the date hereof (the “Original 2029 Notes”) in the aggregate principal amount of $1.0 billion, and (ii) additional 2029 Notes for original issue from time to time after the date hereof in such principal amounts as may be specified in a Company Order described in this sentence, in each case upon a Company Order for the authentication and delivery thereof and satisfaction of the other provisions of Section 2.3 of the Base Indenture. Such Company Order shall specify the amount of the 2029 Notes to be authenticated, the date on which the original issue of 2029 Notes is to be authenticated, and the name or names of the initial Holder or Holders. The Original 2029 Notes and any additional 2029 Notes issued and authenticated pursuant to clause (ii) of this paragraph shall constitute a single series of Notes for all purposes under the Indenture.

Issuer evidence: THIS FIRST SUPPLEMENTAL INDENTURE, dated as of September 10, 2024 (the “Supplemental Indenture”), is between CADENCE DESIGN SYSTEMS, INC., a Delaware corporation (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (the “Trustee”), to the Indenture (as defined below).

Supporting evidence: The principal amount of each 2029 Note shall be payable on September 10, 2029. Each 2029 Note shall bear interest from the date of original issuance, or the most recent date to which interest has been paid, at the fixed rate of 4.300% per annum. The dates on which interest on the 2029 Notes shall be payable shall be March 10 and September 10 of each year (the “2029 Notes Interest Payment Dates”). The regular record date for interest payable on the 2029 Notes on any 2029 Notes Interest Payment Date shall be March 1 and September 1, as the case may be, next preceding such 2029 Notes Interest Payment Date.

Supporting evidence: WHEREAS, the Company has duly authorized and desires to create three new series of Securities to be issued under the Indenture, as hereby supplemented, consisting of: (i) $500.0 million in an initial aggregate principal amount of Securities to be designated the “4.200% Senior Notes due 2027” (the “2027 Notes”), (ii) $1.0 billion in an initial aggregate principal amount of Securities to be designated the “4.300% Senior Notes due 2029” (the “2029 Notes”), and (iii) $1.0 billion in an initial aggregate principal amount of Securities to be designated the “4.700% Senior Notes due 2034” (the “2034 Notes” and, together with the 2027 Notes and the 2029 Notes, the “Notes” and each, a “series of Notes”), the form and substance of such Notes and the terms, provisions and conditions thereof to be set forth as provided in the Indenture and this Supplemental Indenture;

Supporting evidence: WHEREAS, the Company has duly authorized and desires to create three new series of Securities to be issued under the Indenture, as hereby supplemented, consisting of: (i) $500.0 million in an initial aggregate principal amount of Securities to be designated the “4.200% Senior Notes due 2027” (the “2027 Notes”), (ii) $1.0 billion in an initial aggregate principal amount of Securities to be designated the “4.300% Senior Notes due 2029” (the “2029 Notes”), and (iii) $1.0 billion in an initial aggregate principal amount of Securities to be designated the “4.700% Senior Notes due 2034” (the “2034 Notes” and, together with the 2027 Notes and the 2029 Notes, the “Notes” and each, a “series of Notes”), the form and substance of such Notes and the terms, provisions and conditions thereof to be set forth as provided in the Indenture and this Supplemental Indenture;

On September 10, 2024 (the “Closing Date”), Cadence Design Systems, Inc. (the “Company”) closed its previously announced public offering of $2.5 billion aggregate principal amount of senior notes, consisting of $500.0 million aggregate principal amount of its 4.200% Senior Notes due 2027 (the “2027 Notes”), $1.0 billion aggregate principal amount of its 4.300% Senior Notes due 2029 (the “2029 Notes”) and $1.0 billion aggregate principal amount of its 4.700% Senior Notes due 2034 (the “2034 Notes” and together with the 2027 Notes and the 2029 Notes, the “Notes”). The Notes were issued pursuant to an indenture, dated as of the Closing Date (the “Base Indenture”) by and between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of the Closing Date (the “Supplemental Indenture,” together with the Base Indenture, the “Indenture”), by and between the Company and the Trustee. As used in the following description, capitalized terms not otherwise defined herein have the meanings assigned to them in the Indenture.

Issuer evidence: On September 10, 2024 (the “Closing Date”), Cadence Design Systems, Inc. (the “Company”) closed its previously announced public offering of $2.5 billion aggregate principal amount of senior notes, consisting of $500.0 million aggregate principal amount of its 4.200% Senior Notes due 2027 (the “2027 Notes”), $1.0 billion aggregate principal amount of its 4.300% Senior Notes due 2029 (the “2029 Notes”) and $1.0 billion aggregate principal amount of its 4.700% Senior Notes due 2034 (the “2034 Notes” and together with the 2027 Notes and the 2029 Notes, the “Notes”). The Notes were issued pursuant to an indenture, dated as of the Closing Date (the “Base Indenture”) by and between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of the Closing Date (the “Supplemental Indenture,” together with the Base Indenture, the “Indenture”), by and between the Company and the Trustee. As used in the following description, capitalized terms not otherwise defined herein have the meanings assigned to them in the Indenture.

Supporting evidence: The 2027 Notes bear interest at the rate of 4.200% per year and mature on September 10, 2027. The 2029 Notes bear interest at the rate of 4.300% per year and mature on September 10, 2029. The 2034 Notes bear interest at the rate of 4.700% per year and mature on September 10, 2034. Interest on the Notes will accrue from September 10, 2024 and will be payable semi-annually in arrears on March 10 and September 10 of each year, commencing on March 10, 2025. The Notes are the Company’s general unsecured senior obligations and rank equal in right of payment to all of its existing and future senior indebtedness.

Supporting evidence: On September 10, 2024 (the “Closing Date”), Cadence Design Systems, Inc. (the “Company”) closed its previously announced public offering of $2.5 billion aggregate principal amount of senior notes, consisting of $500.0 million aggregate principal amount of its 4.200% Senior Notes due 2027 (the “2027 Notes”), $1.0 billion aggregate principal amount of its 4.300% Senior Notes due 2029 (the “2029 Notes”) and $1.0 billion aggregate principal amount of its 4.700% Senior Notes due 2034 (the “2034 Notes” and together with the 2027 Notes and the 2029 Notes, the “Notes”). The Notes were issued pursuant to an indenture, dated as of the Closing Date (the “Base Indenture”) by and between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of the Closing Date (the “Supplemental Indenture,” together with the Base Indenture, the “Indenture”), by and between the Company and the Trustee. As used in the following description, capitalized terms not otherwise defined herein have the meanings assigned to them in the Indenture.

(c) The 2034 Notes shall be entitled the “4.700% Senior Notes due 2034”. The Trustee shall authenticate and deliver (i) the 2034 Notes for original issue on the date hereof (the “Original 2034 Notes”) in the aggregate principal amount of $1.0 billion, and (ii) additional 2034 Notes for original issue from time to time after the date hereof in such principal amounts as may be specified in a Company Order described in this sentence, in each case upon a Company Order for the authentication and delivery thereof and satisfaction of the other provisions of Section 2.3 of the Base Indenture. Such Company Order shall specify the amount of the 2034 Notes to be authenticated, the date on which the original issue of 2034 Notes is to be authenticated, and the name or names of the initial Holder or Holders. The Original 2034 Notes and any additional 2034 Notes issued and authenticated pursuant to clause (ii) of this paragraph shall constitute a single series of Notes for all purposes under the Indenture.

Issuer evidence: THIS FIRST SUPPLEMENTAL INDENTURE, dated as of September 10, 2024 (the “Supplemental Indenture”), is between CADENCE DESIGN SYSTEMS, INC., a Delaware corporation (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (the “Trustee”), to the Indenture (as defined below).

Supporting evidence: The principal amount of each 2034 Note shall be payable on September 10, 2034. Each 2034 Note shall bear interest from the date of original issuance, or the most recent date to which interest has been paid, at the fixed rate of 4.700% per annum. The dates on which interest on the 2034 Notes shall be payable shall be March 10 and September 10 of each year (the “2034 Notes Interest Payment Dates” and, together with the 2027 Notes Interest Payment Dates and the 2029 Notes Interest Payment Dates, the “Interest Payment Dates”, as applicable). The regular record date for interest payable on the 2034 Notes on any 2034 Notes Interest Payment Date shall be March 1 and September 1, as the case may be, next preceding such 2034 Notes Interest Payment Date.

Supporting evidence: WHEREAS, the Company has duly authorized and desires to create three new series of Securities to be issued under the Indenture, as hereby supplemented, consisting of: (i) $500.0 million in an initial aggregate principal amount of Securities to be designated the “4.200% Senior Notes due 2027” (the “2027 Notes”), (ii) $1.0 billion in an initial aggregate principal amount of Securities to be designated the “4.300% Senior Notes due 2029” (the “2029 Notes”), and (iii) $1.0 billion in an initial aggregate principal amount of Securities to be designated the “4.700% Senior Notes due 2034” (the “2034 Notes” and, together with the 2027 Notes and the 2029 Notes, the “Notes” and each, a “series of Notes”), the form and substance of such Notes and the terms, provisions and conditions thereof to be set forth as provided in the Indenture and this Supplemental Indenture;

Supporting evidence: WHEREAS, the Company has duly authorized and desires to create three new series of Securities to be issued under the Indenture, as hereby supplemented, consisting of: (i) $500.0 million in an initial aggregate principal amount of Securities to be designated the “4.200% Senior Notes due 2027” (the “2027 Notes”), (ii) $1.0 billion in an initial aggregate principal amount of Securities to be designated the “4.300% Senior Notes due 2029” (the “2029 Notes”), and (iii) $1.0 billion in an initial aggregate principal amount of Securities to be designated the “4.700% Senior Notes due 2034” (the “2034 Notes” and, together with the 2027 Notes and the 2029 Notes, the “Notes” and each, a “series of Notes”), the form and substance of such Notes and the terms, provisions and conditions thereof to be set forth as provided in the Indenture and this Supplemental Indenture;