Pfizer unit to issue eight tranches of notes for Seagen acquisition

By Mary-Katherine Stinson

Lexington, Ky., May 15 – Pfizer Investment Enterprises Pte. Ltd. is planning an eight-part fixed-rate note offering with maturities in 2025, 2026, 2028, 2030, 2033,2043, 2053 and 2063, according to a 424B3 filing with the Securities and Exchange Commission.

The notes will be guaranteed by parent Pfizer Inc. The parent has the right to substitute itself as issuer at any time for any series of outstanding notes without the consent of the noteholders.

The 2025 notes will be redeemable at any time prior to maturity, in whole or in part, at a make-whole premium.

The remaining tranches of notes will have make-whole call options until some months before maturity, followed by par call options.

Citigroup Global Markets Singapore Pte. Ltd., Merrill Lynch (Singapore) Pte. Ltd., Goldman Sachs (Singapore) Pte. and J.P. Morgan Securities Asia Private Ltd. are acting as joint lead managers.

Bank of New York Mellon will be the trustee.

Pfizer Investment will use in-house counsel from its parent, Pfizer Inc. Skadden, Arps, Slate, Meagher & Flom LLP is advising on issues pertaining to U.S. and New York law. Drew & Napier LLC is acting as legal counsel to the issuer and parent as to matters of Singapore law.

Simpson Thacher & Bartlett LLP will advise the underwriters as to U.S. and New York state law, and Linklaters Singapore Pte. Ltd. is acting as legal counsel to the underwriters regarding Singapore law.

The note issue is a part of the financing for Pfizer’s proposed acquisition of Seagen Inc. which is expected to close by late 2023 or early 2024. The notes offering is not conditioned upon the completion of the merger.

However, if the merger is not completed on or before Sept. 19, 2024 or five business days after any later extended outside date, all the notes except for the 2063 notes will become putable at 101.

In the event of a special mandatory redemption, the proceeds of the 2063 notes will be used for general corporate purposes, which may include repayment of the company’s revolving credit facilities or other debt.

Pfizer Investment is a newly formed wholly-owned subsidiary of Pfizer Inc. and was formed for the purposes of financing a portion of the Seagen acquisition. The subsidiary was incorporated in Singapore. Pfizer has headquarters in New York. Seagen is a biotechnology company that develops and commercializes targeted therapies to treat cancer.

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