On November 7, 2019 Eli Lilly and Company (NYSE: LLY) reported the pricing terms of its previously announced cash tender offer for up to $2,000,006,000 aggregate principal amount of its outstanding debt securities (Press release, Eli Lilly, NOV 7, 2019, View Source [SID1234550846]).

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Holders of notes who tendered, and did not validly withdraw, their notes on or before 5:00 p.m., New York City time, on November 6, 2019 (the early tender date), and which are accepted for purchase by Lilly, are eligible to receive the total consideration. The total consideration for each series of notes is based on the applicable reference yield plus a fixed spread, in each case as set forth in the table below, and is payable to holders of the notes listed in the table below who validly tendered and did not validly withdraw their notes on or before the early tender date and which are accepted for purchase by Lilly. The reference yields listed in the table were determined at 10:00 a.m., New York City time, on November 7, 2019. The total consideration for each series of notes includes an early tender premium of $30 per $1,000 principal amount of notes validly tendered and not validly withdrawn by such holders and accepted for purchase by Lilly.

(1) Per $1,000 principal amount of notes that are tendered and accepted for purchase.

(2) The total consideration includes the early tender premium of $30 per $1,000 principal amount of notes.

(3) The maximum principal amount of 3.950% Notes due 2049 that will be purchased by Lilly is $200,000,000.

(4) The maximum principal amount of 4.150% Notes due 2059 that will be purchased by Lilly is $200,000,000.

(5)The maximum principal amount of 2.350% Notes due 2022 that will be purchased by Lilly is $250,000,000.

All payments for notes purchased in connection with the early tender date will also include accrued and unpaid interest on the principal amount of notes tendered up to, but not including, the initial settlement date, which is currently expected to be November 8, 2019.

Holders of notes who validly tender their notes after the early tender date will, if such notes are accepted by Lilly, receive the tender consideration, which is equal to the total consideration minus $30 per $1,000 principal amount of notes tendered by such holders and accepted for purchase by Lilly. Accrued and unpaid interest up to, but excluding, the applicable settlement date will be paid in cash on all validly tendered notes accepted and purchased by Lilly in the tender offer.

The tender offer is scheduled to expire at 11:59 p.m., New York City time, on November 21, 2019, unless extended or earlier terminated.

In accordance with the terms of the tender offer, the withdrawal date was 5:00 p.m., New York City time, on November 6, 2019. As a result, tendered notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law.

The tender offer is being conducted upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 24, 2019, and the related Letter of Transmittal, each as supplemented by the press release dated November 7, 2019 that increased the size of the tender cap.

Lilly has retained Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC to serve as lead dealer managers for the tender offer and BNP Paribas Securities Corp. and J.P. Morgan Securities LLC to serve as co-dealer managers. Lilly has retained Global Bondholder Services Corporation to serve as tender agent and information agent for the tender offer.

Requests for documents relating to the tender offer may be directed to Global Bondholder Services Corporation by telephone at (866) 470-3900, by email at [email protected] or in writing at 65 Broadway, Suite 404, New York, NY 10006. Questions regarding the tender offer may be directed to Citigroup Global Markets Inc. at (212) 723-6106 or to Morgan Stanley & Co. LLC at (800) 624-1808.