ELI LILLY AND COMPANY (NYSE:LLY) Files An 8-K Other Events
Item 9.01 Other Events
On February 20, 2019, Eli Lilly and Company (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”), with Deutsche Bank Securities Inc., Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC, as representatives of the several underwriters named therein, for the issuance and sale by the Company of $1,150,000,000 aggregate principal amount of its 3.375% Notes due 2029 (the “2029 Notes”), $850,000,000 aggregate principal amount of its 3.875% Notes due 2039 (the “2039 Notes”), $1,500,000,000 aggregate principal amount of its 3.950% Notes due 2049 (the “2049 Notes”) and $1,000,000,000 aggregate principal amount of its 4.150% Notes due 2059 (the “2059 Notes”, and together with the 2029 Notes, the 2039 Notes and the 2049 Notes, the “Notes”). The Notes are to be issued to an Indenture (the “Indenture”), dated February1, 1991, between the Company and Deutsche Bank Trust Company Americas, as successor to Citibank, N.A., as trustee, and an officer’s certificate setting forth the terms of the Notes (which includes the forms of Notes as exhibits). The offering of the Notes was registered on a Registration Statement on Form S-3 (File No. 333-229735). The 2029 Notes will accrue interest at a rate of 3.375% per annum, payable semiannually, and will mature on March 15, 2029. The 2039 Notes will accrue interest at a rate of 3.875% per annum, payable semiannually, and will mature on March 15, 2039. The 2049 Notes will accrue interest at a rate of 3.950% per annum, payable semiannually, and will mature on March 15, 2049. The 2059 Notes will accrue interest at a rate of 4.150% per annum, payable semiannually, and will mature on March 15, 2059. Upon the closing of the offering of the Notes, which is expected to occur on February 22, 2019, the Company will realize, after deduction of the underwriter’s discount and before deduction of offering expenses, net proceeds of approximately $4.45 billion.
Upon occurrence of an Event of Default (as defined in the Indenture) with respect to a series of Notes, the principal amount of the Notes of that series may be declared and become due and payable immediately. The Company may, at its election, redeem the Notes, in whole or in part, from time to time at the redemption prices and on the terms and conditions set forth in the Notes. The above description of the Underwriting Agreement and the Notes is qualified in its entirety by reference to the Underwriting Agreement, the officers’ certificate, the Indenture and the forms of the Notes filed as exhibits hereto, which exhibits are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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1.1 |
Underwriting Agreement. |
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4.1* |
Indenture, dated February1, 1991, between the Company and Deutsche Bank Trust Company Americas, as successor to Citibank, N.A., as Trustee. |
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4.2± |
Tripartite Agreement, dated September 13, 2007, appointing Deutsche Bank Trust Company Americas as Successor Trustee under the Indenture listed above. |
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4.3 |
Form of Officer’s Certificate setting forth the terms and form of the Notes. |
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4.4 |
Form of 3.375% Note due 2029 (included in Exhibit4.3 above). |
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4.5 |
Form of 3.875% Note due 2039 (included in Exhibit 4.3 above). |
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4.6 |
Form of 3.950% Note due 2049 (included in Exhibit4.3 above). |
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4.7 |
Form of 4.150% Note due 2059 (included in Exhibit4.3 above). |
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5.1 |
Opinion of Covington & Burling LLP. |
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5.2 |
Opinion of Crystal T. Williams, Esq. |
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23.1 |
Consent of Covington & Burling LLP (included as part of Exhibit5.1). |
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23.2 |
Consent of Crystal T. Williams, Esq. (included as part of Exhibit5.2). |
* Incorporated by reference to the same-numbered exhibit of the Company’s Registration Statement on Form S-3 (File No. 333-186979), filed with the SEC on March 1, 2013.
± Incorporated by reference to the same-numbered exhibit of the company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-06351), filed with the SEC on February 27, 2009.
LILLY ELI & CO Exhibit
EX-1.1 2 exhibit11.htm EXHIBIT 1.1 exhibit11 Underwriting Agreement February 20,…
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About ELI LILLY AND COMPANY (NYSE:LLY)
Eli Lilly and Company is engaged in drug manufacturing business. The Company discovers, develops, manufactures and markets products in two segments: human pharmaceutical products and animal health products. The Company’s human pharmaceutical business segment sells medicines, which are discovered or developed by its scientists. Its animal health business segment operates through the Company’s Elanco division, which develops, manufactures and markets products for both food animals and companion animals. The Company’s human pharmaceutical products include endocrinology products, such as Humalog and Humalog Mix 75/25; neuroscience products, such as Cymbalta and Zyprexa; oncology products, such as Alimta and Cyramza, and cardiovascular products, such as Cialis and ReoPro. The Company’s animal health products segment includes products for food animals, such as Rumensin and Posilac; products for companion animals, such as Onsior and Osurnia, and Novartis Animal Health (Novartis AH) products.
