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