Lilly Announces Cash Tender Offer for Up to $2.0 Billion Aggregate Principal Amount of Its Outstanding Debt Securities
The early tender date is
Holders of notes 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). Tendered notes may only be withdrawn prior to
The table below sets forth certain information regarding the notes and the tender offer.
Title of Security |
CUSIP No. |
Principal |
Acceptance |
Reference |
Bloomberg |
Fixed |
||||||
3.950% Notes due 2047 |
532457 BR8 |
$750,000,000 |
1 |
2.875% due |
FIT1 |
75 bps |
||||||
3.700% Notes due 2045 |
532457 BJ6 |
$800,000,000 |
2 |
2.875% due |
FIT1 |
75 bps |
||||||
3.875% Notes due 2039 |
532457 BS6 |
$850,000,000 |
3 |
2.875% due |
FIT1 |
57 bps |
||||||
7.125% Notes due 2025 |
532457 AM0 |
$252,166,000 |
4 |
1.500% due September 30, 2024 |
FIT1 |
45 bps |
||||||
6.77% Notes due 2036 |
532457 AP3 |
$194,960,000 |
5 |
2.875% due |
FIT1 |
75 bps |
||||||
5.950% Notes due 2037 |
532457 BC1 |
$296,134,000 |
6 |
2.875% due |
FIT1 |
75 bps |
||||||
5.55% Notes due 2037 |
532457 BA5 |
$529,306,000 |
7 |
2.875% due |
FIT1 |
70 bps |
||||||
5.50% Notes due 2027 |
532457 AZ1 |
$445,783,000 |
8 |
1.625% due |
FIT1 |
45 bps |
||||||
4.650% Notes due 2044 |
532457 BG2 |
$88,016,000 |
9 |
2.875% due |
FIT1 |
85 bps |
||||||
3.100% Notes due 2027 |
532457 BP2 |
$750,000,000 |
10 |
1.625% due |
FIT1 |
35 bps |
||||||
2.750% Notes due 2025 |
532457 BH0 |
$800,000,000 |
11 |
1.50% due |
FIT1 |
25 bps |
||||||
3.375% Notes due 2029 |
532457 BV9 |
$1,150,000,000 |
12 |
1.625% due |
FIT1 |
60 bps |
||||||
3.950% Notes due 2049 |
532457 BT4 |
$1,500,000,000 |
13(1) |
2.875% due |
FIT1 |
85 bps |
||||||
4.150% Notes due 2059 |
532457 BU1 |
$1,000,000,000 |
14(2) |
2.875% due |
FIT1 |
105 bps |
||||||
2.350% Notes due 2022 |
532457 BQ0 |
$750,000,000 |
15(3) |
1.375% due |
FIT1 |
20 bps |
||||||
(1) |
The maximum principal amount of 3.950% Notes due 2049 that will be purchased by Lilly is $200,000,000 (the "3.95% note cap"). |
(2) |
The maximum principal amount of 4.150% Notes due 2059 that will be purchased by Lilly is $200,000,000 (the "4.15% note cap"). |
(3) |
The maximum principal amount of 2.350% Notes due 2022 that will be purchased by Lilly is $250,000,000 (the "2.35% note cap" and |
Subject to the tender cap, tendered notes will be accepted in the order of the acceptance priority levels set forth in the table above, except that the aggregate principal amount of the 3.950% Notes due 2049 accepted will not exceed the 3.95% note cap, the aggregate principal amount of the 4.150% Notes due 2049 accepted will not exceed the 4.15% note cap, and the aggregate principal amount of the 2.350% Notes due 2022 accepted will not exceed the 2.35% note cap. Lilly reserves the right, but is not obligated, to increase the tender cap or the note caps. Tenders of 3.950% Notes due 2047, 3.875% Notes 2039, 3.700% Notes due 2045, 5.950% Notes due 2037, 5.50% Notes due 2027, 5.55% Notes due 2037, 4.650% Notes due 2044, 3.100% Notes due 2027, 2.750% Notes due 2025, 3.375% Notes due 2029, 3.950% Notes due 2049, 4.150% Notes due 2059 and 2.350% Notes due 2022 will be accepted only in principal amounts equal to
The total consideration for each
Lilly reserves the right, but is under no obligation, at any point following the early tender date and before the expiration date of the tender offer, to accept for purchase any notes validly tendered (and not validly withdrawn) at or prior to the early tender date. The initial settlement date will be determined at Lilly's option and is currently expected to occur on
All notes validly tendered and not validly withdrawn before the early tender date having a higher acceptance priority level will be accepted (subject to the tender cap and the note caps) before any tendered notes having a lower acceptance priority level, and all notes validly tendered after the early tender date having a higher acceptance priority level will be accepted (subject to the tender cap and the note caps) before any notes tendered after the early tender date having a lower acceptance priority level. However, notes validly tendered and not validly withdrawn on or before the early tender date will be accepted for purchase (subject to the tender cap and the note caps) in priority to 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 tendered 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 of certain conditions, including the completion of an offering of debt securities by Lilly on terms and conditions satisfactory to Lilly that results in the receipt of net proceeds that, when taken together with cash on hand, is sufficient to pay the consideration for all tendered notes validly tendered (and not validly withdrawn) and accepted for purchase by Lilly, plus related accrued and unpaid interest and fees and expenses. The offer is not conditioned on a minimum principal amount of notes being tendered nor the consummation of any other offer. The offer with respect to one or more series of the notes may be amended, extended, terminated or withdrawn separately.
Lilly has retained
Requests for documents relating to the tender offer may be directed to
This press release is for informational purposes only and is not a tender offer to purchase or a solicitation of acceptance of a tender offer, which may be made only pursuant to the terms of 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 Lilly by the dealer managers, or one or more registered brokers or dealers under the laws of such jurisdiction. 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 Eli Lilly and Company
Lilly is a global healthcare leader that unites caring with discovery to create medicines that make life better for people around the world. We were founded more than a century ago by a man committed to creating high-quality medicines that meet real needs, and today we remain true to that mission in all our work. Across the globe, Lilly employees work to discover and bring life-changing medicines to those who need them, improve the understanding and management of disease, and give back to communities through philanthropy and volunteerism. F-LLY
This press release contains management's current intentions and expectations for the future, all of which are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The word "expect", "believe", "target" and similar expressions are intended to identify forward-looking statements, including but not limited to statements about the terms and conditions of, and the completion of, the tender offer. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the control of Lilly, that may cause its actual results to differ materially from those indicated in its forward-looking statements. For a further discussion of these risks and uncertainties, please see Lilly's latest Form 10-K and subsequent filings with the
Refer to: |
Mark Taylor; mark.taylor@lilly.com; (317) 276-5795 (Media) |
Kevin Hern; hern_kevin_r@lilly.com; (317) 277-1838 (Investors) |
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