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

ME Staff 8-k

7 years ago

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

Supplemental Indenture

On September21, 2017, Gilead Sciences,Inc. (the “Company”) and Wells Fargo Bank, National Association, as trustee (the “Trustee” and, together with the Company, the “Parties”), entered into a Seventh Supplemental Indenture (the “Seventh Supplemental Indenture”) to the Indenture between the Parties, dated as of March30, 2011 (the “Base Indenture”). The Seventh Supplemental Indenture relates to the Company’s issuance 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, collectively 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 2019 (the “Fixed Rate Notes” and, collectively with the Floating Rate Notes, the “Notes”). The Notes were sold in a public offering to the Company’s Registration Statement on FormS-3 (File No.333-220283).

The Fixed Rate Notes will pay interest semi-annually at a rate of 1.850% per annum until September20, 2019. The Floating Rate Notes will pay interest each March20, June20, September20 and December20 until their respective maturity dates. The initial interest rate for the September2018 Floating Rate Notes, the March2019 Floating Rate Notes and the September2019 Floating Rate Notes will be the Three Month LIBOR (as defined in the Supplemental Indenture), as initially determined on September19, 2017, plus 0.170% with respect to the September2018 Floating Rate Notes, 0.220% with respect to the March2019 Floating Rate Notes and 0.250% with respect to the September2019 Floating Rate Notes. The interest rate for the Floating Rate Notes for each interest period after the initial interest period will be the Three Month LIBOR, as determined on the applicable Interest Determination Date (as defined in the Supplemental Indenture), plus 0.170% with respect to the September2018 Floating Rate Notes, 0.220% with respect to the March2019 Floating Rate Notes and 0.250% with respect to the September2019 Floating Rate Notes.

The Company intends to use the net proceeds from the sale of the Notes, together with other sources of liquidity, to finance the cash consideration payable in connection with the Company’s previously announced acquisition (the “Kite Acquisition”) of Kite Pharma,Inc., a Delaware corporation (“Kite”), to the Agreement and Plan of Merger, dated August27, 2017, among Kite, the Company and Dodgers Merger Sub,Inc., a Delaware corporation (the “Merger Agreement”), and to pay related fees and expenses. Pending that application of funds, the Company intends to invest the net proceeds from this offering in United States government obligations, bank deposits or other secure, short-term investments.

The Base Indenture and the Seventh Supplemental Indenture contain certain restrictions, including a limitation that restricts the Company’s ability and ability of certain of its subsidiaries to create or incur secured indebtedness, enter into sale and leaseback transactions and consolidate, merge or transfer all or substantially all of the Company’s assets and the assets of its

subsidiaries, and also requires the Company to offer to repurchase the Notes upon certain change of control events.

The Company may redeem some or all of the Fixed Rate Notes, but not the Floating Rate Notes, at any time and from time to time, at the redemption price described in the form of the 2019 Fixed Rate Notes.

In the event that (a)the Kite Acquisition is not consummated on or before March27, 2018, or (b)if prior to such date, the Merger Agreement is terminated, the Company will be obligated to redeem the Notes at a special mandatory redemption price equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the special mandatory redemption date described in the Seventh Supplemental Indenture.

For a complete description of the terms and conditions of the Base Indenture, please refer to the Base Indenture, filed as Exhibit4.1 to the Company’s Current Report on Form8-K, filed with the Commission on April1, 2011 and incorporated herein by reference. For a complete description of the terms and conditions of the Seventh Supplemental Indenture and the Notes, please refer to the Seventh Supplemental Indenture and the forms of each series of Notes, each of which is incorporated herein by reference and attached to this Current Report on Form8-K as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5, respectively.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

The following exhibits are filed as part of this Current Report on Form8-K:

ExhibitNo.	Description
4.1	Seventh Supplemental Indenture, dated as of September21, 2017, between the Company and Wells Fargo Bank, National Association, as Trustee
4.2	Formof Fixed Rate Note (included in Exhibit4.1 above)
4.3	Formof September2018 Floating Rate Note (included in Exhibit4.1 above)
4.4	Formof March2019 Floating Rate Note (included in Exhibit4.1 above)
4.5	Formof September2019 Floating Rate Note (included in Exhibit4.1 above)
5.1	Opinion of Skadden, Arps, Slate, Meagher& Flom LLP regarding the validity of the Notes.
23.1	Consent of Skadden, Arps, Slate, Meagher& Flom LLP (included as part of Exhibit5.1)

GILEAD SCIENCES INC ExhibitEX-4.1 2 a17-21515_6ex4d1.htm EX-4.1 Exhibit 4.1 SEVENTH SUPPLEMENTAL INDENTURE 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.