Gilead Sciences,Inc. (NASDAQ:GILD) Files An 8-K Entry into a Material Definitive Agreement

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Gilead Sciences,Inc. (NASDAQ:GILD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

Underwriting Agreement

On September14, 2017, Gilead Sciences,Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Merrill Lynch, Pierce, Fenner& Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the several underwriters listed in Schedule 1 thereto, relating to the sale by the Company of (a)$750,000,000 aggregate principal amount of the Company’s Floating Rate Notes due September2018 (the “September2018 Floating Rate Notes”), (b)$750,000,000 aggregate principal amount of the Company’s Floating Rate Notes due March2019 (the “March2019 Floating Rate Notes”), (c)$500,000,000 aggregate principal amount of the Company’s Floating Rate Notes due September2019 (the “September2019 Floating Rate Notes,” and together with the September2018 Floating Rate Notes and the March2019 Floating Rate Notes, the “Floating Rate Notes”) and (d) $1,000,000,000 aggregate principal amount of the Company’s 1.850% Senior Notes due September 2019 (the “Fixed Rate Notes”). The Fixed Rate Notes and Floating Rate Notes are collectively referred to herein as the “Notes.”

Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. In particular, affiliates of certain of the underwriters for this offering are also lenders under the Company’s existing revolving credit facility and serve in various agency or other capacities under such facilities.

In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of the Company or its affiliates. If any of the underwriters or their affiliates have a lending relationship with the Company, certain of those underwriters or their affiliates routinely hedge, and certain other of those underwriters or their affiliates may hedge, their credit exposure to the Company consistent with their customary risk management policies. Typically, these underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in the Company’s securities, including potentially the Notes. Any such credit default swaps or short positions could adversely affect future trading prices of the Notes. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

The Underwriting Agreement is filed herewith as Exhibit1.1. The description of the Underwriting Agreement herein is qualified by reference thereto.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

The Underwriting Agreement contains representations and warranties by each of the parties thereto. These representations and warranties have been made solely for the benefit of the other party or parties to the Underwriting Agreement and:

· may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

· were made only as of the date of the Underwriting Agreement or such other date or dates as may be specified in such agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Company acknowledges that, notwithstanding the inclusion of the foregoing general disclaimer, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this report not misleading.

Additional information about the Company may be found elsewhere in this report and the Company’s other public filings, which are available without charge through the Securities and Exchange Commission’s website at http://www.sec.gov.

The following exhibit is filed as part of this Current Report on Form8-K:

ExhibitNo.

Description

1.1

Underwriting Agreement, dated September14, 2017, among the Company and Merrill Lynch, Pierce, Fenner& Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the several underwriters listed in Schedule 1 thereto


GILEAD SCIENCES INC Exhibit
EX-1.1 2 a17-21515_5ex1d1.htm EX-1.1 Exhibit 1.1   Execution Version   GILEAD SCIENCES,…
To view the full exhibit click here

About Gilead Sciences,Inc. (NASDAQ:GILD)

Gilead Sciences, Inc. is a research-based biopharmaceutical company. The Company focuses on the discovery, development and commercialization of medicines in areas of unmet medical need. The Company’s principal areas of focus include human immunodeficiency virus (HIV), liver diseases, such as chronic hepatitis C virus infection and chronic hepatitis B virus infection, cardiovascular, hematology/oncology and inflammation/respiratory. Its HIV products include Genvoya, Stribild, Complera/Eviplera, Atripla, Truvada, Viread, Emtriva, Tybost and Vitekta. The Company’s liver diseases products include Harvoni, Sovaldi, Viread and Hepsera. The Company’s cardiovascular products include Letairis, Ranexa and Lexiscan/Rapiscan. Its oncology product is Zydelig. Its respiratory products include Cayston and Tamiflu. Its other products include AmBisome and Macugen. The Company’s Nimbus Apollo program is a Phase II ready clinical program for NDI-010976 and related metabolic and liver diseases.