Eli Lilly gives early results of capped tender for 15 series of notes

By Sarah Lizee

Olympia, Wash., Nov. 7 – Eli Lilly and Co. announced the early results of its capped cash tender offer for notes from 15 series and lifted the cap to $2,000,006,000 from $2 billion, according to a Thursday press release.

The company said that by the early tender deadline, 5 p.m. ET on Nov. 6, it had received a total of $3,479,144,000 tendered notes.

Specifically, the following amounts were tendered by the early tender deadline:

• $313,871,000, or 41.85%, of the $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;

• $387,533,000, or 48.44%, of the $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;

• $489,255,000, or 57.56%, of the $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;

• $22,474,000, or 8.91%, of the $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;

• $20,515,000, or 10.52%, of the $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;

• $12,022,000, or 4.06%, of the $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;

• $53,154,000, or 10.04%, of the $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;

• $68,278,000, or 15.32%, of the $445,783,000 of 5.5% notes due 2027, with pricing to be set using the 1.625% Treasury due Aug. 15, 2029 plus 45 bps;

• $45 million, or 51.13%, of the $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;

• $348.55 million, or 46.47%, of the $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;

• $453,083,000, or 56.64%, of the $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;

• $379,995,000, or 33.04%, of the $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;

• $325,162,000, or 21.68%, of the $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;

• $309,404,000, or 30.94%, of the $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

• $250,848,000, or 33.45%, of the $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 notes are listed in order of acceptance priority level.

Settlement for the early tenders is expected for Nov. 8.

The company said the tendered 2.75% notes due 2025 are being accepted using a proration factor of 52.8%.

The expiration date is 11:59 p.m. ET on Nov. 21.

Tenders may no longer be withdrawn.

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 was to be set at 10 a.m. ET on Nov. 7.

Holders who tendered 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 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.

Eli Lilly is an Indianapolis-based pharmaceutical company.

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