AMGEN INC. (NASDAQ:AMGN) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.Entry into a Material Definitive Agreement.
On May11, 2017, Amgen Inc. (the Company) issued and sold
$300,000,000 of its Senior Floating Rate Notes due 2019 (the 2019
Floating Rate Notes), $300,000,000 of its Senior Floating Rate
Notes due 2020 (the 2020 Floating Rate Notes and, together with
the 2019 Floating Rate Notes, the Floating Rate Notes),
$700,000,000 of its 1.900% Senior Notes due 2019 (the 2019 Fixed
Rate Notes), $700,000,000 of its 2.200% Senior Notes due 2020
(the 2020 Fixed Rate Notes) and $1,500,000,000 of its 2.650%
Senior Notes due 2022 (the 2022 Fixed Rate Notes and, together
with the 2019 Floating Rate Notes, the 2020 Floating Rate Notes,
the 2019 Fixed Rate Notes and the 2020 Fixed Rate Notes, the
Notes). The Notes are registered under an effective Registration
Statement on Form S-3 (Registration
No.333-216060) (the Registration Statement), filed on February14,
2017, and were issued to an indenture, dated as of May22, 2014
(the Indenture), between the Company and The Bank of New York
Mellon Trust Company, N.A., as trustee, and an officers
certificate, dated as of May11, 2017 (the Officers Certificate),
setting forth the terms of the Notes. Net proceeds to the Company
from the offering were approximately $3,483,548,000, after
deducting underwriters discounts and estimated offering expenses
payable by the Company.
The relevant terms
of the Notes are set forth in the Indenture, included as Exhibit
4.1 of the Companys Current Report on Form 8-K, filed on May22, 2014, and
incorporated herein by reference, and the Officers Certificate
(including forms of the Notes) attached hereto as Exhibit 4.2 and
incorporated herein by reference.
The 2019 Floating Rate Notes
will pay interest at a floating rate equal to three-month LIBOR
plus 0.32% per annum, and the 2020 Floating Rate Notes will pay
interest at a floating rate equal to three-month LIBOR plus 0.45%
per annum. Interest on the 2019 Floating Rate Notes will be
payable in cash quarterly in arrears on February10, May10,
August10 and November10 of each year, beginning on August10,
2017, and interest on the 2020 Floating Rate Notes will be
payable in cash quarterly in arrears on February11, May11,
August11 and November11 of each year, beginning on August11,
2017. The 2019 Floating Rate Notes and the 2020 Floating Rate
Notes will mature on May10, 2019 and May11, 2020,
respectively.
The 2019 Fixed Rate Notes will
bear interest at a rate of 1.900% per annum, the 2020 Fixed Rate
Notes will bear interest at a rate of 2.200% per annum and the
2022 Fixed Rate Notes will bear interest at a rate of 2.650% per
annum, which, in the case of the 2019 Fixed Rate Notes, shall be
payable in cash semi-annually in arrears on each May10 and
November10, beginning on November10, 2017, and, in the case of
the 2020 Fixed Rate Notes and the 2022 Fixed Rate Notes, shall be
payable in cash semi-annually in arrears on each May11 and
November11, beginning on November11, 2017. The 2019 Fixed Rate
Notes, the 2020 Fixed Rate Notes and the 2022 Fixed Rate Notes
will mature on May10, 2019, May11, 2020 and May11, 2022,
respectively.
In the event of a change in
control triggering event, as defined in the Officers Certificate
attached hereto as Exhibit 4.2, the holders of the Notes may
require the Company to purchase for cash all or a portion of
their Notes at a purchase price equal to 101% of the principal
amount of Notes, plus accrued and unpaid interest, if any. The
descriptions of the Indenture, the Officers Certificate and the
Notes in this report are summaries and are qualified in their
entirety by the terms of the Indenture, the Officers Certificate
and the Notes, respectively.
The Notes will rank equal in
right of payment to all of the Companys other existing and future
senior unsecured indebtedness, senior in right of payment to all
of the Companys existing and future subordinated indebtedness,
effectively subordinated in right of payment to all of the
Companys subsidiaries obligations (including secured and
unsecured obligations) and subordinated in right of payment to
the Companys secured obligations, to the extent of the assets
securing such obligations.
Item8.01.Other
Events.
The Company is filing the
computation of its ratio of earnings to fixed charges for the
three months ended March31, 2017 and each of the five years from
2012 through 2016 as Exhibit 12.1 hereto, which is incorporated
by reference into the Registration Statement.
Item9.01.Financial
Statements and Exhibits.
|
ExhibitNo. |
Document Description |
|
|
1.1 |
Underwriting Agreement, dated May8, 2017, by and among the Company and Merrill Lynch, Pierce, Fenner Smith Incorporated, Goldman Sachs Co. LLC, Barclays Capital Inc. and Mizuho Securities USA LLC, as representatives of the several underwriters named therein. |
|
|
4.1 |
Indenture, dated as of May22, 2014, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Amgen Incs Current Report on Form 8-K filed on May22, 2014). |
|
|
4.2 |
Officers Certificate of the Company, dated as of May11, 2017, including forms of the Companys Senior Floating Rate Notes due 2019, Senior Floating Rate Notes due 2020, 1.900% Senior Notes due 2019, 2.200% Senior Notes due 2020 and 2.650% Senior Notes due 2022. |
|
|
5.1 |
Opinion of Latham Watkins LLP, dated May11, 2017. | |
|
12.1 |
Statement Regarding the Computation of Ratio of Earnings to Fixed Charges. |
|
|
23.1 |
Consent of Latham Watkins LLP (included in Exhibit 5.1). |
About AMGEN INC. (NASDAQ:AMGN)
Amgen Inc. is a biotechnology company. The Company discovers, develops, manufactures and delivers various human therapeutics. It operates in human therapeutics segment. Its marketed products portfolio includes Neulasta (pegfilgrastim); erythropoiesis-stimulating agents (ESAs), such as Aranesp (darbepoetin alfa) and EPOGEN (epoetin alfa); Sensipar/Mimpara (cinacalcet); XGEVA (denosumab); Prolia (denosumab); NEUPOGEN (filgrastim), and other marketed products, such as KYPROLIS (carfilzomib), Vectibix (panitumumab), Nplate (romiplostim), Repatha (evolocumab), BLINCYTO (blinatumomab), IMLYGIC (talimogene laherparepvec) and Corlanor (ivabradine). It focuses on human therapeutics for the treatment of serious illness in the areas of oncology/hematology, cardiovascular disease and neuroscience. Its product candidates in Phase III include Erenumab for episodic migraine, Aranesp for myelodysplastic syndromes, BLINCYTO for acute lymphoblastic leukemia and IMLYGIC for metastatic melanoma. AMGEN INC. (NASDAQ:AMGN) Recent Trading Information
AMGEN INC. (NASDAQ:AMGN) closed its last trading session down -0.43 at 160.08 with 5,201,025 shares trading hands.
