8-KMaterial AgreementsOther EventsExhibits & Filings

AMGEN INC 8-K Report, Material Agreement (May 1, 2015)

Filed May 1, 2015For Securities:AMGN

Summary

On May 1, 2015, Amgen Inc. announced the successful issuance and sale of approximately $3.46 billion in aggregate principal amount of senior notes across four different maturities. This significant debt offering included $750 million of 2.125% notes due 2020, $500 million of 2.700% notes due 2022, $1 billion of 3.125% notes due 2025, and $1.25 billion of 4.400% notes due 2045. The proceeds from this offering are intended to bolster Amgen's financial flexibility, likely to support ongoing research and development activities, potential acquisitions, or general corporate purposes. The notes are unsecured and rank equally with Amgen's other senior unsecured indebtedness, but are effectively subordinated to any obligations of Amgen's subsidiaries. The company also provided its ratio of earnings to fixed charges for the first quarter of 2015 and the preceding five fiscal years.

Key Highlights

  • 1Amgen Inc. raised approximately $3.46 billion through the issuance of senior notes.
  • 2The offering comprised four tranches with maturities in 2020, 2022, 2025, and 2045.
  • 3The interest rates for the notes range from 2.125% to 4.400% per annum.
  • 4The notes are senior unsecured debt, ranking equally with existing unsecured indebtedness.
  • 5The offering was made under an effective registration statement and governed by an indenture and officer's certificate.
  • 6The company has included a 'change in control' provision requiring a potential repurchase of notes at 101% of principal plus accrued interest.
  • 7Amgen also filed its computation of the ratio of earnings to fixed charges for recent periods.

Frequently Asked Questions

The primary purpose of this 8-K filing was to report Amgen Inc.'s entry into a material definitive agreement, specifically the issuance and sale of its senior notes totaling approximately $3.46 billion.

The notes were issued in four tranches with different interest rates and maturity dates: 2.125% due 2020 ($750M), 2.700% due 2022 ($500M), 3.125% due 2025 ($1B), and 4.400% due 2045 ($1.25B). Interest is payable semi-annually. The notes are senior unsecured debt and include a change in control provision.

The filing states the net proceeds were approximately $3,462,085,000. While specific use of proceeds is not detailed in this filing, such offerings are typically used for general corporate purposes, research and development, potential acquisitions, or refinancing existing debt.

The new notes rank equally in right of payment with Amgen's other existing and future senior unsecured indebtedness and senior to any subordinated indebtedness. They are effectively subordinated to all obligations of Amgen's subsidiaries and subordinated to Amgen's secured obligations to the extent of the collateral.