Lilly Announces Cash Tender Offer for Up to $1.5 Billion Combined Aggregate Principal Amount of Its Outstanding Debt Securities
The early tender date and time is
Holders of notes subject to the tender offer must validly tender and not validly withdraw their notes before the early tender date to be eligible to receive the total consideration (as described below). Only holders that validly tender and do not validly withdraw their notes on or prior to the early tender date will be eligible to receive the early tender premium (as described below). Tendered notes may only be withdrawn on or before
The table below sets forth certain information regarding the notes and the tender offer.
Title of Security |
CUSIP No. |
Principal |
Acceptance |
Reference |
Bloomberg |
Fixed Spread |
Early |
|
4.150% Notes due 2059 |
532457 BU1 |
|
1(2) |
2.375% due |
FIT1 |
80 bps |
|
|
3.950% Notes due 2049 |
532457 BT4 |
|
2(3) |
2.375% due |
FIT1 |
70 bps |
|
|
7.125% Notes due 2025 |
532457 AM0 |
|
3 |
0.750% due |
FIT1 |
15 bps |
|
|
6.770% Notes due 2036 |
532457 AP3 |
|
4 |
1.250% due |
FIT1 |
105 bps |
|
|
5.950% Notes due 2037 |
532457 BC1 |
|
5 |
1.750% due |
FIT1 |
55 bps |
|
|
5.550% Notes due 2037 |
532457 BA5 |
|
6 |
1.750% due |
FIT1 |
50 bps |
|
|
5.500% Notes due 2027 |
532457 AZ1 |
|
7 |
0.750% due |
FIT1 |
40 bps |
|
|
4.650% Notes due 2044 |
532457 BG2 |
|
8 |
1.750% due |
FIT1 |
75 bps |
|
|
3.950% Notes due 2047 |
532457 BR8 |
|
9 |
2.375% due |
FIT1 |
70 bps |
|
|
3.875% Notes due 2039 |
532457 BS6 |
|
10 |
1.750% due |
FIT1 |
45 bps |
|
|
3.700% Notes due 2045 |
532457 BJ6 |
|
11 |
2.375% due |
FIT1 |
65 bps |
|
|
3.375% Notes due 2029 |
532457 BV9 |
|
12 |
1.250% due |
FIT1 |
15 bps |
|
|
3.100% Notes due 2027 |
532457 BP2 |
|
13 |
0.750% due |
FIT1 |
35 bps |
|
|
2.750% Notes due 2025 |
532457 BH0 |
|
14 |
0.750% due |
FIT1 |
0 bps |
|
|
2.350% Notes due 2022 |
532457 BQ0 |
|
15 |
1.750% due |
FIT3 |
10 bps |
|
|
(1) As set forth in the Offer to Purchase, an early tender premium of |
(2) The maximum principal amount of 4.150% Notes that the Company will accept for purchase pursuant to the tender offer is |
(3) The maximum principal amount of 3.950% Notes that the Company will accept for purchase pursuant to the tender offer is |
Subject to the Tender Cap, validly tendered notes will be accepted for purchase in the order of the acceptance priority levels set forth in the table above, except that the aggregate principal amount of the 4.150% Notes accepted will not exceed the 4.150% Note Cap and the aggregate principal amount of 3.950% Notes accepted will not exceed the 3.950% Note Cap.
The total consideration for each
All notes validly tendered and not validly withdrawn on or before the early tender date having a higher acceptance priority level will be accepted for purchase (subject to the Tender Cap and the Note Caps) before any validly tendered notes having a lower acceptance priority level are accepted for purchase, and all notes validly tendered after the early tender date having a higher acceptance priority level will be accepted for purchase (subject to the Tender Cap and the Note Caps) before any notes tendered after the early tender date having a lower acceptance priority level are accepted for purchase. However, priority will be given to accept for purchase notes validly tendered and not validly withdrawn on or before the early tender date (subject to the Tender Cap and the Note Caps) ahead of other notes tendered after the early tender date, even if such notes tendered after the early tender date have a higher acceptance priority level than notes validly tendered and not validly withdrawn prior to the early tender date.
Notes accepted for purchase in accordance with the terms and conditions of the tender offer may be subject to proration (rounded down to avoid the purchase of notes in a principal amount other than in integral multiples of
The offer for each series of notes is conditioned upon the satisfaction or waiver by
The offer is not conditioned on the tender or purchase of a minimum principal amount of notes being tendered or on any series of notes being tendered. The offer with respect to one or more series of the notes may be amended, extended, terminated or withdrawn separately.
Requests for documents relating to the tender offer may be directed to
This press release is for informational purposes only and is not an offer to purchase, the solicitation of an offer to sell any notes. The tender offer is being made only pursuant to the Offer to Purchase and the information in this press release is qualified by reference to the Offer to Purchase. In any jurisdiction where the laws require the tender offer to be made by a licensed broker or dealer, the tender offer will be deemed made on behalf of
In addition, this press release is not an offer to sell or the solicitation of an offer to buy any securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any such securities will be offered only by means of a prospectus, including a prospectus supplement relating to such securities, meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
About
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward- looking statements (as that term is defined in the Private Securities Litigation Reform Act of 1995) about the timing, terms, conditions, and other aspects of the tender offer and potential offering of debt securities and reflects
Refer to:
Kevin Hern; hern_kevin_r@lilly.com; (317) 277-1838 (Investors)
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