Amgen to issue new notes due 2048, 2051 in exchange for seven series

By Susanna Moon

Chicago, May 13 – Amgen Inc. began separate private offers on Thursday to exchange seven series of notes for new senior notes due 2048 and 2051, according to an 8-K filing with the Securities and Exchange Commission.

The seven separate offers are divided into two parts, with the company offering to buy any and all of three series of notes and up to a maximum amount of four other issues.

Pricing will be set using the 2.5% U.S. Treasury note due Feb. 15, 2046 as a reference security plus a fixed spread of 170 basis points.

In the any-and-all offers, the company is offering new notes due 2048 in exchange for three note series with a total hypothetical price for each $1,000 principal amount as follows:

• $900 million 6.375% senior notes due 2037 with a hypothetical total purchase price of $1,290.30;

• $500 million 6.9% senior notes due 2038 with a hypothetical total price of $1,373.10; and

• $1 billion 6.4% senior notes due 2039 with a hypothetical total price of $1,307.72.

In the maximum offers, the company is offering to issue up to $7.1 billion of new notes due 2051 less the amount of 2048 notes issued with a total hypothetical price per $1,000 of notes as follows, and the notes listed in order of priority acceptance level:

• $700 million 5.75% senior notes due 2040 with a hypothetical total price of $1,220.16;

• $1.25 billion 5.65% senior notes due 2042 with a hypothetical total price of $1,213.87;

• $1 billion 5.375% senior notes due 2043 with a hypothetical total price of $1,174.70; and

• $2.25 billion 5.15% senior notes due 2041 with a hypothetical total price of $1,134.81.

The hypothetical total exchange price was set using the fixed spread plus the bid-side yield of the reference security at 2 p.m. ET on May 11.

The total exchange amount will include an early premium of $30.00 for each $1,000 principal amount of notes tendered for exchange by 5 p.m. ET on May 25, the early participation date.

The company also will pay accrued interest to but excluding the settlement date.

The exchange will run until midnight ET on June 9.

Tendered notes may be withdrawn at any time before the early deadline.

Pricing for the new notes to be issued in the exchange will be set at 2 p.m. ET on May 25 using bid-side yield of the 2.5% U.S. Treasury bond due Feb. 15, 2046 plus a spread of 190 bps for the 2048 notes and 200 bps for the 2051 notes.

D.F. King & Co., Inc. (877 478-5043 or at 212 269-5550) is the information agent.

The exchange is being offered only to holders who are qualified institutional buyers under Rule 144A or those who are non-U.S. persons under Regulation S.

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

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