Amgen to sell fixed-rate notes in eight parts via four bookrunners

By William Gullotti

Buffalo, N.Y., Feb. 14 – Amgen Inc. intends to price an eight-part offering of fixed-rate senior notes (Baa1), according to a 424B3 filing with the Securities and Exchange Commission.

The notes are due 2025, 2026, 2028, 2030, 2033, 2043, 2053 and 2063.

The tranches maturing in 2025 and 2026 will feature make-whole calls.

The 2028 notes will feature a make-whole call until one month prior to maturity, followed by a par call. The 2030 notes will likewise feature a make-whole, except with the par call starting two months prior to maturity. The featured make-whole call for the 2033 notes will be exercisable until three months prior to maturity, also followed by a par call.

The tranches maturing in 2043, 2053 and 2063 will feature a make-whole call until six months prior to maturity, followed by a par call.

Each of the tranches, except for the notes maturing in 2063, will be subject to a special mandatory redemption at 101 if the acquisition of Horizon Therapeutics plc is not consummated on or before the later of (a) Jan. 31, 2024 and (b) any such later date to which the acquisition agreement may be extended. The special mandatory redemption may also be triggered should the acquisition be terminated.

Noteholders will be able to put any of the above notes at 101 should a change-of-control event occur, which will also include a rating event where any series is rated below investment grade.

Citigroup Global Markets Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC and Mizuho Securities USA LLC are the bookrunners.

Bank of New York Mellon Trust Co., NA is the trustee.

Latham & Watkins LLP will act as counsel for Amgen, and Shearman & Sterling LLP will be counsel for the underwriters.

Proceeds will be used, together with cash on hand and borrowings under the company’s term loan agreement, to pay the cash consideration for the aforementioned acquisition. If a special mandatory redemption occurs, proceeds from the 2063-maturing tranche will be used for general corporate purposes, including, but not limited to, working capital, business investments and upcoming debt maturities.

Amgen is a Thousand Oaks, Calif., manufacturer and marketer of human therapeutics based upon advances in cellular and molecular biology.

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