Biogen receives tenders for purchase, exchange of 5.2% notes due 2045

By Taylor Fox

New York, Feb. 11 – Biogen Inc. announced the results of its private offer to exchange any and all of its $1.75 billion outstanding 5.2% senior notes due 2045 (Cusip: 09062XAD5) for a new series of senior notes due 2051 and cash, according to a press release.

As of the 5 p.m. ET Feb. 10 expiration time, $8,907,000 of the notes were tendered for purchase and $2,864,000 were tendered under guaranteed delivery procedures.

As of the expiration, $621,287,000 of the notes were tendered for exchange and $21,119,000 were tendered for exchange under guaranteed delivery procedures.

Biogen expects to pay in cash tender consideration of $16 million.

As previously reported Wednesday, Biogen priced its separate cash tender offer to purchase any and all of the outstanding 5.2% notes due 2045.

The consideration under each of the offers is $1,357.12 per $1,000 of notes, calculated based on a fixed spread of 115 basis points over the 1.937% reference yield based on the 1.375% U.S Treasury security due Aug. 15, 2050. Pricing was determined at 11 a.m. ET on Feb. 10.

The $1,357.12 consideration per $1,000 principal amount will be paid entirely in cash under the tender offer and will be paid as $1,122.16 of new notes and $242.84 of cash under the exchange offer.

Tenders under guaranteed delivery procedures for each offer are due by 5 p.m. ET on Feb. 12.

Settlement is expected on Feb. 16.

Exchange offer

The exchange offer is only being made to noteholders who are qualified institutional buyers under Rule 144A or non-U.S. persons under Rule 902 of the U.S. Securities Act of 1933.

The cash portion of the exchange consideration represents 68% of the premium, the amount by which the total exchange consideration exceeds $1,000 for each $1,000 of old notes. The cash component was increased from 67% of the premium in order to meet a tax condition under the offer, the company noted.

The new notes due Feb. 15, 2051 will carry a coupon of 3.25%. Pricing for the new notes was based on the 1.375% U.S Treasury security due Aug. 15, 2050 and a fixed spread of 135 bps.

Biogen will also pay interest to but excluding the settlement date and amounts due in lieu of fractional amounts of new notes.

The exchange offer is subject to a number of conditions, two of which may not be waived: the cash offer completion condition or the minimum issue condition. Biogen must complete the cash tender offer and issue at least $300 million of new notes under the exchange offer.

Tender offer

The cash offer is open only to holders who are not qualified institutional buyers under Rule 144A and are not non-U.S. persons under Rule 902 of the Securities Act.

Biogen will pay interest to but excluding the settlement date in addition to the tender consideration.

The cash offer is conditioned on, among other things, completion of the exchange offer. The exchange offer completion condition may not be waived.

No consents are being solicited in connection with the cash offer, the company noted.

Global Bondholder Services Corp. (866 470-3900, 212 430-3774; gbsc-usa.com) is the exchange agent, tender agent and information agent.

The biotechnology company is based in Cambridge, Mass.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.