On August 13, 2020 Amgen Inc. (NASDAQ:AMGN) reported the pricing terms of its previously announced nine separate private offers to exchange (each, an "Exchange Offer" and, collectively, the "Exchange Offers") certain specified series of its outstanding senior notes (collectively, the "Old Notes") for a combination of a cash payment and new Senior Notes due 2053 (the "New Notes") (Press release, Amgen, AUG 13, 2020, View Source [SID1234563607]). In addition, Amgen announced that it has increased the cap on the aggregate principal amount of New Notes to be issued in the Exchange Offers from $800,000,000 to $940,000,000 (such increased amount, the "Maximum Notes Exchange Cap"). Except for the increase in the Maximum Notes Exchange Cap described above, all other terms and conditions of the Exchange Offers remain unchanged.
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The Exchange Offers consist of the following:
(a) an offer to exchange the 6.90% Senior Notes due 2038;
(b) an offer to exchange the 6.375% Senior Notes due 2037;
(c) an offer to exchange the 6.40% Senior Notes due 2039;
(d) an offer to exchange the 5.75% Senior Notes due 2040;
(e) an offer to exchange the 5.65% Senior Notes due 2042;
(f) an offer to exchange the 5.375% Senior Notes due 2043;
(g) an offer to exchange the 5.15% Senior Notes due 2041;
(h) an offer to exchange the 4.95% Senior Notes due 2041; and
(i) an offer to exchange the 4.40% Senior Notes due 2045;
in each case, for a combination of a cash payment and New Notes, provided that the aggregate principal amount of New Notes to be issued in the Exchange Offers shall not exceed the Maximum Notes Exchange Cap and/or the Maximum New Notes Premium Cap (as defined in the Confidential Offering Circular).
The Exchange Offers are being conducted by Amgen upon the terms and subject to the conditions set forth in a confidential offering circular, dated July 30, 2020 (the "Confidential Offering Circular"). The Exchange Offers are only intended for, and copies of the offering documents will only be made available to, holders of outstanding Old Notes that have certified their status as (1) a "Qualified Institutional Buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof, or (2) (A) a person other than a "U.S. person" (as defined in Rule 902 of Regulation S under the Securities Act), outside the United States not purchasing for the account or benefit of a U.S. person, (B) acquiring the New Notes in an offshore transaction in accordance with Regulation S under the Securities Act and (C) otherwise a Non-U.S. Qualified Offeree (as described in the Confidential Offering Circular) (each such holder, an "Exchange Eligible Holder" and, collectively, the "Exchange Eligible Holders"). Documents relating to the Exchange Offers have been and will be distributed only to holders of the outstanding Old Notes that have completed or will complete and have returned or will return the letter of eligibility confirming that they are Exchange Eligible Holders. Holders of the outstanding Old Notes that desire to review the eligibility letter may visit the website for this purpose at View Source or contact D.F. King & Co., Inc., the exchange agent and information agent for the Exchange Offers, by calling toll-free (800) 814-8954 or at (212) 269-5550 (banks and brokerage firms) or by email at [email protected].
Per $1,000 principal amount of Old Notes.
Does not reflect any accrued and unpaid interest. Amgen will pay accrued and unpaid interest on the Old Notes to, but not including, the Early Settlement Date (as defined herein) in cash.
The figures in this table reflect any optional adjustments of the principal amount of New Notes exchangeable for each $1,000 principal amount of the applicable series of Old Notes tendered and accepted for exchange, as permitted under the terms and conditions in the Confidential Offering Circular.
The table below indicates the interest rate (the "New Notes Coupon") for the New Notes to be issued by Amgen pursuant to the Exchange Offers, as calculated at the Price Determination Date in accordance with the Confidential Offering Circular:
In accordance with the Acceptance Priority Levels and proration procedures described in the Confidential Offering Circular, Amgen will accept $676,157,000 in aggregate principal amount of the Old Notes that were tendered for exchange at or prior to the Early Participation Date. Amgen expects to deliver an aggregate principal amount of $940,000,000 of New Notes and will pay an aggregate of $85,382,998.17 cash consideration, excluding accrued and unpaid interest, for the Old Notes accepted for exchange on the Early Settlement Date. Since Old Notes have been validly tendered as of the Early Participation Date so that the maximum amount of New Notes to be issued in exchange for such tendered Old Notes would exceed the Maximum Notes Exchange Cap, no additional Old Notes will be accepted for exchange after the Early Participation Date.
The table below indicates, among other things, the principal amount of each series of Old Notes validly tendered as of the Early Participation Date, the principal amount of Old Notes to be accepted for exchange as of the Early Participation Date and the percentage of the principal amount of Old Notes to be accepted for exchange pursuant to the Exchange Offers:
The withdrawal date (5:00 p.m., New York City time, on August 12, 2020) for the Exchange Offers has now passed. In accordance with the terms of the Exchange Offers, tendered Old Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law. The Exchange Offers will expire at 12:00 Midnight, New York City time, at the end of August 26, 2020, unless extended by Amgen (such date and time, as it may be extended, the "Expiration Date").
Exchange Eligible Holders that validly tendered and did not validly withdraw their Old Notes at or prior to the Early Participation Date will be eligible to receive the applicable Total Exchange Price set forth in the first table above (each, a "Total Exchange Price"), which includes an early exchange premium equal to $30.00 in principal amount of New Notes for each $1,000 principal amount of the applicable series of Old Notes validly tendered and not validly withdrawn at or prior to the Early Participation Date and accepted for exchange (the "Early Exchange Premium").
In addition to the applicable Total Exchange Price, Exchange Eligible Holders whose Old Notes are accepted for exchange will be paid accrued and unpaid interest on such Old Notes to, but not including, the Early Settlement Date in cash.
Amgen has elected to conduct an early settlement for Old Notes tendered at or prior to the Early Participation Date and accepted by Amgen. Such early settlement is expected to occur on August 17, 2020 (the "Early Settlement Date"), subject to all the conditions to the Exchange Offers having been satisfied or waived by Amgen.
The complete terms of the Exchange Offers are described in the Confidential Offering Circular. Amgen reserves the right, subject to applicable law, to extend, terminate or otherwise amend the terms of any or all of the Exchange Offers.
If and when issued, the New Notes will not be registered under the Securities Act or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. Amgen will enter into a registration rights agreement with respect to the New Notes providing for certain registration rights with respect to the New Notes as described in the Confidential Offering Circular.
This press release is not an offer to sell or a solicitation of an offer to buy any security. The Exchange Offers are being made solely by the Confidential Offering Circular and only to such persons and in such jurisdictions as is permitted under applicable law.
In particular, this communication is only addressed to and directed at: (A) in any Member State of the European Economic Area or the United Kingdom that has implemented the Prospectus Directive, qualified investors in that Member State within the meaning of the Prospectus Directive and (B) (i) persons that are outside the United Kingdom or (ii) persons in the United Kingdom who are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or fall within Article 43 of the Order, or any other person to whom it may otherwise lawfully be communicated under the Order (all such persons together being referred to as "relevant persons"). The New Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such New Notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.