By Mary-Katherine Stinson and Cristal Cody
Lexington, Ky., May 17 – Pfizer Investment Enterprises Pte. Ltd. provided details for its $31 billion eight-part fixed-rate note offering (A1/A+) with maturities in 2025, 2026, 2028, 2030, 2033, 2043, 2053 and 2063, according to an FWP filed with the Securities and Exchange Commission.
The notes include:
• $3 billion of 4.65% notes due May 19, 2025, which priced at 99.943 to yield 4.68%, or at Treasuries plus 60 basis points after talk in the 80 bps area;
• $3 billion of 4.45% notes due May 19, 2026, which priced at 99.883 to yield 4.492%, or at Treasuries plus 75 bps after talk in the 95 bps area;
• $4 billion of 4.45% notes due May 19, 2028, which priced at 99.88 to yield 4.477%, or at Treasuries plus 95 bps after talk in the 115 bps area;
• $3 billion of 4.65% notes due May 19, 2030, which priced at 99.823 to yield 4.68%, or at Treasuries plus 115 bps after talk in the 135 bps area;
• $5 billion of 4.75% notes due May 19, 2033, which priced at 99.85 to yield 4.769%, or at Treasuries plus 125 bps after talk in the 145 bps area;
• $3 billion of 5.11% notes due May 19, 2043, which priced at 98 to yield 5.273%, or at Treasuries plus 130 bps after talk in the 150 bps area;
• $6 billion of 5.3% notes due May 19, 2053, which priced at 99.851 to yield 5.31%, or at Treasuries plus 145 bps after talk in the 165 bps area; and
• $4 billion of 5.34% notes due May 19, 2063, which priced at 98.057 to yield 5.46%, or at Treasuries plus 160 bps after talk in the 180 bps area.
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 of Treasuries plus 10 bps.
The remaining tranches of notes will have make-whole call options until some months before maturity, followed by par call options.
The 2026 and 2028 notes are callable until one month prior to maturity, April 19, 2026 and April 19, 2028, respectively, at Treasuries plus 15 bps and after at par.
The 2030 notes are callable at a make-whole premium of Treasuries plus 20 bps until March 19, 2030, two months prior to maturity, and after at par.
The 2033 notes are callable at a make-whole premium of Treasuries plus 20 bps until Feb. 19, 2033, three months prior to maturity, and after at par.
The 2043 and 2053 notes are callable at a make-whole premium of Treasuries plus 20 bps until six months before maturity, Nov. 19, 2042 and Nov. 19, 2052, respectively, and after at par.
The 2063 notes are callable at a make-whole premium of Treasuries plus 25 bps until Nov. 19, 2062, six months before maturity, and after at par.
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.
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 2033 and 2063 notes are expected to be subject to a special mandatory redemption 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.
| Issuer: | Pfizer Investment Enterprises Pte. Ltd.
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| Guarantor: | Pfizer Inc.
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| Amount: | $31 billion
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| Issue: | Notes
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| Lead managers/bookrunners: | Citigroup Global Markets Singapore Pte. Ltd., Merrill Lynch (Singapore) Pte. Ltd., Goldman Sachs (Singapore) Pte. and J.P. Morgan Securities Asia Pte. Ltd.
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| Bookrunners: | Barclays, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., Morgan Stanley & Co. LLC and RBC Capital Markets, LLC
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| Senior co-managers: | BNP Paribas Securities Corp., Mizuho Securities USA LLC and Santander US Capital Markets LLC
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| Co-managers: | Siebert Williams Shank & Co., LLC, Standard Chartered Bank, Loop Capital Markets LLC, PNC Capital Markets LLC, SG Americas Securities, LLC, Academy Securities, Inc., Samuel A. Ramirez & Co., Inc. and Stern Brothers & Co.
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| Trustee: | Bank of New York Mellon
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| Counsel to issuer: | In-house, Skadden, Arps, Slate, Meagher & Flom LLP (U.S. and New York law) and Drew & Napier LLC (Singapore law)
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| Counsel to underwriters: | Simpson Thacher & Bartlett LLP (U.S. and New York law) and Linklaters Singapore Pte. Ltd. (Singapore law)
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| Mandatory redemption: | At 101 for all series other than 2033 and 2063 notes if Seagen merger is terminated or is not completed by Sept. 19, 2024
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| Pricing date: | May 16
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| Settlement date: | May 19
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| Ratings: | Moody’s: A1
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| S&P: A+
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| 2025 notes
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| Amount: | $3 billion
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| Maturity: | May 19, 2025
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| Coupon: | 4.65%
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| Price: | 99.943
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| Yield: | 4.68%
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| Spread: | Treasuries plus 60 bps
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| Call option: | Make-whole call at any time prior to maturity at Treasuries plus 10 bps
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| Price talk: | Treasuries plus 80 bps area
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| Cusip: | 716973AA0
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| 2026 notes
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| Amount: | $3 billion
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| Maturity: | May 19, 2026
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| Coupon: | 4.45%
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| Price: | 99.883
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| Yield: | 4.492%
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| Spread: | Treasuries plus 75 bps
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| Call option: | Make-whole call until April 19, 2026 at Treasuries plus 15 bps; after at par
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| Price talk: | Treasuries plus 95 bps area
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| Cusip: | 716973AB8
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| 2028 notes
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| Amount: | $4 billion
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| Maturity: | May 19, 2028
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| Coupon: | 4.45%
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| Price: | 99.88
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| Yield: | 4.477%
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| Spread: | Treasuries plus 95 bps
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| Call option: | Make-whole call until April 19, 2028 at Treasuries plus 15 bps; after at par
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| Price talk: | Treasuries plus 115 bps area
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| Cusip: | 716973AC6
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| 2030 notes
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| Amount: | $3 billion
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| Maturity: | May 19, 2030
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| Coupon: | 4.65%
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| Price: | 99.823
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| Yield: | 4.68%
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| Spread: | Treasuries plus 115 bps
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| Call option: | Make-whole call until March 19, 2030 at Treasuries plus 20 bps; after at par
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| Price talk: | Treasuries plus 135 bps area
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| Cusip: | 716973AD4
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| 2033 notes
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| Amount: | $5 billion
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| Maturity: | May 19, 2033
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| Coupon: | 4.75%
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| Price: | 99.85
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| Yield: | 4.769%
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| Spread: | Treasuries plus 125 bps
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| Call option: | Make-whole call until Feb. 19, 2033 at Treasuries plus 20 bps, after at par
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| Price talk: | Treasuries plus 145 bps area
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| Cusip: | 716973AE2
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| 2043 notes
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| Amount: | $3 billion
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| Maturity: | May 19, 2043
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| Coupon: | 5.11%
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| Price: | 98
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| Yield: | 5.273%
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| Spread: | Treasuries plus 130 bps
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| Call option: | Make-whole call until Nov. 19, 2042 at Treasuries plus 20 bps, after at par
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| Price talk: | Treasuries plus 150 bps area
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| Cusip: | 716973AF9
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| 2053 notes
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| Amount: | $6 billion
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| Maturity: | May 19, 2053
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| Coupon: | 5.3%
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| Price: | 99.851
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| Yield: | 5.31%
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| Spread: | Treasuries plus 145 bps
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| Call option: | Make-whole call until Nov. 19, 2052 at Treasuries plus 20 bps, after at par
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| Price talk: | Treasuries plus 165 bps area
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| Cusip: | 716973AG7
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| 2063 notes
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| Amount: | $4 billion
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| Maturity: | May 19, 2063
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| Coupon: | 5.34%
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| Price: | 98.057
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| Yield: | 5.46%
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| Spread: | Treasuries plus 160 bps
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| Call option: | Make-whole call until some months prior to maturity, after at par
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| Price talk: | Treasuries plus 180 bps area
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| Cusip: | 716973AH5
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