Eli Lilly begins tender for up to $1.5 billion notes from 15 series

By Rebecca Melvin

Concord, N.H., Sept. 7 – Eli Lilly and Co. launched a cash tender offer for up to $1.5 billion of notes from 15 series, according to a press release on Tuesday.

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

• $1 billion of 4.15% notes due 2059, with pricing to be set using the 2.375% Treasury due May 15, 2051 plus 80 basis points;

• $1.5 billion of 3.95% notes due 2049, with pricing to be set using the 2.375% Treasury due May 15, 2051 plus 70 bps;

• $229,692,000 of 7.125% notes due 2025, with pricing to be set using the 0.75% Treasury due Aug. 31, 2026 plus 15 bps;

• $174,445,000 of 6.77% notes due 2036, with pricing to be set using the 1.25% Treasury due Aug. 15, 2031 plus 105 bps;

• $284,112,000 of 5.95% notes due 2037, with pricing to be set using the 1.75% Treasury due Aug. 15, 2041 plus 55 bps;

• $476,152,000 of 5.55% notes due 2037, with pricing to be set using the 1.75% Treasury due Aug. 15, 2041 plus 50 bps;

• $377,505,000 of 5.5% notes due 2027, with pricing to be set using the 0.75% Treasury due Aug. 15, 2026 plus 40 bps;

• $43,016,000 of 4.65% notes due 2044, with pricing to be set using the 1.75% Treasury due Aug. 15, 2026 plus 75 bps;

• $436,129,000 of 3.95% notes due 2047, with pricing to be set using the 2.375% Treasury due May 15, 2051 plus 70 bps;

• $360,745,000 of 3.875% notes due 2039, with pricing to be set using the 1.75% Treasury due Aug. 15, 2041 plus 45 bps;

• $412,467,000 of 3.7% notes due 2045, with pricing to be set using the 2.375% Treasury due May 15, 2051 plus 65 bps;

• $1.15 billion of 3.375% notes due 2029, with pricing to be set using the 1.25% Treasury due Aug. 15, 2031 plus 15 bps;

• $401,450,000 of 3.1% notes due 2027, with pricing to be set using the 0.75% Treasury due Aug. 31, 2026 plus 35 bps;

• $560,646,000 of 2.75% notes due 2025, with pricing to be set using the 0.75% Treasury due Aug. 31, 2026 plus 0 bps; and

• $750 million of 2.35% notes due 2022, with pricing to be set using the 1.75% Treasury due May 15, 2022 plus 10 bps.

Pricing will be set at 10 a.m. ET on Sept. 21.

Holders will also receive accrued interest.

The early tender date is 5 p.m. ET on Sept. 20, and the expiration date is 11:59 p.m. ET on Oct. 4.

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

The initial settlement date is currently expected for Sept. 22

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 4.15% notes due 2059 are subject to a series cap of $350 million and the 3.95% notes due 2049 are subject to a series cap of $525 million.

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

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

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

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.

BofA Securities Inc. (888 292-0070, 980 387-3907) and Citigroup Global Markets Inc. (800 558-3745, 212 723-6106) are the lead dealer managers of the tender offer and Barclays, BNP Paribas Securities Corp. and Deutsche Bank Securities Inc. are co-dealer managers.

Global Bondholder Services Corp. (866 470-3900, contact@gbsc-usa.com) is serving as tender agent and information agent.

The pharmaceutical company is based in Indianapolis.

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