By Wendy Van Sickle
Columbus, Ohio, May 16 – Pfizer Investment Enterprises Pte. Ltd. priced a $31 billion eight-part fixed-rate note offering (A1/A+) with maturities in 2025, 2026, 2028, 2030, 2033, 2043, 2053 and 2063, according to a news release.
The notes include
• $3 billion of 4.65% notes due 2025;
• $3 billion of 4.45% notes due 2026;
• $4 billion of 4.45% notes due 2028;
• $3 billion of 4.65% notes due 2030;
• $5 billion of 4.75% notes due 2033;
• $3 billion of 5.11% notes due 2043;
• $6 billion of 5.3% notes due 2053; and
• $4 billion of 5.34% notes due 2063.
The notes will be guaranteed by parent Pfizer Inc. The parent has the right to substitute itself as issuer at any time for any series of outstanding notes without the consent of the noteholders.
The 2025 notes will be redeemable at any time prior to maturity, in whole or in part, at a make-whole premium.
The remaining tranches of notes will have make-whole call options until some months before maturity, followed by par call options.
Citigroup Global Markets Singapore Pte. Ltd., Merrill Lynch (Singapore) Pte. Ltd., Goldman Sachs (Singapore) Pte. and J.P. Morgan Securities Asia Private Ltd. are acting as joint lead managers.
The note issue is a part of the financing for Pfizer’s proposed acquisition of Seagen Inc., which is expected to close by late 2023 or early 2024. The notes offering is not conditioned upon the completion of the merger.
However, if the merger is not completed on or before Sept. 19, 2024 or five business days after any later extended outside date, all the notes except for the 2033 and 2063 notes are expected to be subject to a special mandatory redemption at 101.
In the event of a special mandatory redemption, the proceeds of the 2063 notes will be used for general corporate purposes, which may include repayment of the company’s revolving credit facilities or other debt.
Pfizer Investment is a newly formed wholly owned subsidiary of Pfizer Inc. and was formed for the purposes of financing a portion of the Seagen acquisition. The subsidiary was incorporated in Singapore. Pfizer has headquarters in New York. Seagen is a biotechnology company that develops and commercializes targeted therapies to treat cancer.
| Issuer: | Pfizer Investment Enterprises Pte. Ltd.
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| Guarantor: | Pfizer Inc.
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| Amount: | $31 billion
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| Issue: | Notes
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| Bookrunners: | Citigroup Global Markets Singapore Pte. Ltd., Merrill Lynch (Singapore) Pte. Ltd., Goldman Sachs (Singapore) Pte. and J.P. Morgan Securities Asia Private Ltd.
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| Trustee: | Bank of New York Mellon
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| Counsel to issuer: | In-house, Skadden, Arps, Slate, Meagher & Flom LLP (U.S. and New York law) and Drew & Napier LLC (Singapore law)
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| Counsel to underwriters: | Simpson Thacher & Bartlett LLP (U.S. and New York law) and Linklaters Singapore Pte. Ltd. (Singapore law)
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| Mandatory redemption: | At 101 for all series other than 2033 and 2063 notes if Seagen merger is terminated or is not completed by Sept. 19, 2024
|
| Pricing date: | May 16
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| Settlement date: | May 19
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| Ratings: | Moody’s: A1
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| S&P: A+
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|
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| 2025 notes
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| Amount: | $3 billion
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| Maturity: | 2025
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| Coupon: | 4.65%
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| Call option: | Make-whole call at any time prior to maturity
|
|
|
| 2026 notes
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| Amount: | $3 billion
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| Maturity: | 2026
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| Coupon: | 4.45%
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| Call option: | Make-whole call until some months prior to maturity, then a par call
|
|
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| 2028 notes
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| Amount: | $4 billion
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| Maturity: | 2028
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| Coupon: | 4.45%
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| Call option: | Make-whole call until some months prior to maturity, then a par call
|
|
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| 2030 notes
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| Amount: | $3 billion
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| Maturity: | 2030
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| Coupon: | 4.65%
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| Call option: | Make-whole call until some months prior to maturity, then a par call
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|
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| 2033 notes
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| Amount: | $5 billion
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| Maturity: | 2033
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| Coupon: | 4.75%
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| Call option: | Make-whole call until some months prior to maturity, then a par call
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|
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| 2043 notes
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| Amount: | $3 billion
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| Maturity: | 2043
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| Coupon: | 5.11%
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| Call option: | Make-whole call until some months prior to maturity, then a par call
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|
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| 2053 notes
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| Amount: | $6 billion
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| Maturity: | 2053
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| Coupon: | 5.3%
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| Call option: | Make-whole call until some months prior to maturity, then a par call
|
|
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| 2063 notes
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| Amount: | $4 billion
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| Maturity: | 2063
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| Coupon: | 5.34%
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| Call option: | Make-whole call until some months prior to maturity, then a par call
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