Eli Lilly tenders for up to $2 billion of notes from 15 series

By Sarah Lizee

Olympia, Wash., Oct. 24 – Eli Lilly and Co. launched a cash tender offer for up to $2 billion of notes from 15 series, according to a press release.

The following series are included in the offer and listed in order of acceptance priority level:

• $750 million of 3.95% notes due 2047, with pricing to be set using the 2.875% Treasury due May 15, 2049 plus 75 basis points;

• $800 million of 3.7% notes due 2045, with pricing to be set using the 2.875% Treasury due May 15, 2049 plus 75 bps;

• $850 million of 3.875% notes due 2039, with pricing to be set using the 2.875% Treasury due May 15, 2049 plus 57 bps;

• $252,166,000 of 7.125% notes due 2025, with pricing to be set using the 1.5% Treasury due Sept. 30, 2024 plus 45 bps;

• $194.96 million of 6.77% notes due 2036, with pricing to be set using the 2.875% Treasury due May 15, 2049 plus 75 bps;

• $296,134,000 of 5.95% notes due 2037, with pricing to be set using the 2.875% Treasury due May 15, 2049 plus 75 bps;

• $529,306,000 of 5.55% notes due 2037, with pricing to be set using the 2.875% Treasury due May 15, 2049 plus 70 bps;

• $445,783,000 of 5.50% notes due 2027, with pricing to be set using the 1.625% Treasury due Aug. 15, 2029 plus 45 bps;

• $88,016,000 of 4.65% notes due 2044, with pricing to be set using the 2.875% Treasury due

May 15, 2049 plus 85 bps;

• $750 million of 3.1% notes due 2027, with pricing to be set using the 1.625% Treasury due Aug. 15, 2029 plus 35 bps;

• $800 million of 2.75% notes due 2025, with pricing to be set using the 1.5% Treasury due Sept. 30, 2024 plus 25 bps;

• $1.15 billion of 3.375% notes due 2029, with pricing to be set using the 1.625% Treasury due Aug. 15, 2029 plus 60 bps;

• $1.5 billion of 3.95% notes due 2049, with pricing to be set using the 2.875% Treasury due May 15, 2049 plus 85 bps;

• $1 billion of 4.15% notes due 2059, with pricing to be set using the 2.875% Treasury due May 15, 2049 plus 105 bps; and

• $750 million of 2.35% notes due 2022, with pricing to be set using the 1.375% Treasury due Oct. 15, 2022 plus 20 bps.

The early tender date is 5 p.m. ET on Nov. 6, and the expiration date is 11:59 p.m. ET on Nov. 21.

Tenders may be withdrawn until the early tender date.

Subject to the tender cap, tendered notes will be accepted in the order of the acceptance priority levels, except that the 3.95% notes due 2049 are subject to a cap of $200 million, the 4.15% notes due 2049 are subject to a cap of $200 million and the 2.35% notes due 2022 are subject to a cap of $250 million.

Eli Lilly may increase the tender cap or the note caps but is not obligated to do so.

Tenders of 3.95% notes due 2047, 3.875% notes 2039, 3.7% notes due 2045, 5.95% notes due 2037, 5.5% notes due 2027, 5.55% notes due 2037, 4.65% notes due 2044, 3.1% notes due 2027, 2.75% notes due 2025, 3.375% notes due 2029, 3.950% notes due 2049, 4.15% notes due 2059 and 2.35% notes due 2022 will be accepted only in principal amounts equal to $2,000 and integral multiples of $1,000 in excess thereof.

Tenders of 6.77% notes due 2036 and 7.125% notes due 2025 will be accepted only in principal amounts equal to $1,000 and integral multiples thereof.

Pricing will be set at 10 a.m. ET on Nov. 7.

Holders who tender their notes by the early tender date are eligible to receive a premium of $30 per $1,000 principal amount.

Holders will also receive accrued interest.

The initial settlement date is currently expected for Nov. 8.

Notes accepted for purchase may be subject to proration.

The offer for each series is conditioned on the satisfaction of some conditions, including the completion of an offering of debt securities by Eli 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 and accepted notes.

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