Lilly Announces Cash Tender Offer for Up to $1.6 Billion Aggregate Principal Amount of Its Outstanding Debt Securities and the Redemption of Its 6.57% Notes due 2016
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 Tendered notes may only be withdrawn prior to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 |
5.55% Notes due 2037 |
532457 BA5 |
$ 800,000,000 |
1 |
3.00% due November 15, 2044 |
PX1 |
98 bps |
4.650% Notes due 2044 |
532457 BG2 |
$ 400,000,000 |
2 |
3.00% due |
PX1 |
98 bps |
5.950% Notes due 2037 |
532457 BC1 |
$ 400,000,000 |
3 |
3.00% due |
PX1 |
98 bps |
5.50% Notes due 2027 |
532457 AZ1 |
$ 700,000,000 |
4 |
2.00% due |
PX1 |
83 bps |
6.77% Notes due 2036 |
532457 AP3 |
$ 286,000,000 |
5 |
3.00% due |
PX1 |
100 bps |
7.125% Notes due 2025 |
532457 AM0 |
$ 301,370,000 |
6 |
2.00% due |
PX1 |
75 bps |
5.20% Notes due 2017 |
532457 BB3 |
|
7(1) |
0.75% due |
PX4 |
12.5 bps |
(1) The maximum principal amount of 5.20% Notes that will be purchased by Lilly is |
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 5.20% Notes will not exceed the 5.20% note cap. Lilly reserves the right, but is not obligated, to increase the tender cap or the 5.20% note cap. Tenders of 5.55% Notes, 4.650% Notes, 5.950% Notes, 5.50% Notes and 5.20% Notes 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 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All notes validly tendered and not validly withdrawn before the early tender date having a higher acceptance priority level will be accepted (subject to the tender cap and the 5.20% note cap) before any tendered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 5.20% note cap) 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 5.20% note cap) 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 is sufficient to pay the consideration for all tendered notes validly tendered (and not validly withdrawn) and accepted for purchase by Lilly, plus related fees and expenses. The offer is not conditioned on a minimum principal amount of notes being tendered nor the consummation of any other offer. Each offer may be amended, extended, terminated or withdrawn separately.
Lilly has retained
Requests for documents relating to the tender offer may be directed to D.F. King & Co., Inc. by telephone at (877) 297-1747, by email at LLY@dfking.com or in writing at
Lilly also announced today that it will redeem all of its outstanding 6.57% Notes due 2016 (CUSIP 532457AN8) (the "6.57% Notes") on
This press release 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 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. To learn more about Lilly, please visit us at www.lilly.com and newsroom.lilly.com/social-channels.
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 words "estimate," "project," "intend," "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 Form 10-Q filed with the
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