8-KMaterial AgreementsExhibits & Filings

AMGEN INC 8-K Report, Material Agreement (Aug 18, 2020)

Filed August 18, 2020For Securities:AMGN

Summary

Amgen Inc. (AMGN) announced on August 17, 2020, the early settlement of its previously announced private offers to exchange certain senior notes for a combination of cash and newly issued 2.770% Senior Notes due 2053. This exchange effectively refinanced a significant portion of its outstanding debt, reducing the principal amount of several older, higher-interest rate notes. The company issued $940 million in new notes and paid approximately $85.4 million in cash consideration for the exchanged debt. This debt restructuring aims to optimize Amgen's capital structure by extending maturity dates and potentially lowering interest expenses. The new notes carry a lower coupon rate than many of the older notes they replaced. The filing also details the terms of the new notes, including their maturity, interest payment schedule, and provisions related to change of control. Amgen has also entered into a registration rights agreement to register the new notes under the Securities Act of 1933 within a specified timeframe, with potential penalties for non-compliance.

Key Highlights

  • 1Amgen completed early settlement of its debt exchange offers on August 17, 2020.
  • 2Approximately $940 million in new 2.770% Senior Notes due 2053 were issued.
  • 3$85.4 million in cash was paid as part of the exchange for older, higher-interest senior notes.
  • 4The exchange offers targeted and settled various series of senior notes, including 6.90% notes due 2038, 6.375% notes due 2037, and others.
  • 5The new notes mature on September 1, 2053, and bear a fixed interest rate of 2.770% per annum, payable semi-annually.
  • 6A registration rights agreement mandates Amgen to register the new notes with the SEC within specified timelines, with potential for additional payments if obligations are not met.
  • 7The new notes rank equally with other senior unsecured indebtedness and are subject to specific subordination provisions.

Frequently Asked Questions

The primary purpose was to refinance Amgen's outstanding debt by exchanging older, potentially higher-interest senior notes for new notes with a lower interest rate (2.770%) and a longer maturity (2053). This move aims to optimize the company's capital structure and potentially reduce future interest expenses.

Amgen issued approximately $940 million in aggregate principal amount of its new 2.770% Senior Notes due 2053. The company also paid an aggregate of approximately $85.4 million in cash consideration for the exchanged notes, excluding accrued interest.

The new notes bear interest at a rate of 2.770% per annum, payable semi-annually on March 1 and September 1, with the first payment on March 1, 2021. They mature on September 1, 2053. The notes include provisions for accelerated repurchase in the event of a change in control triggering event.

The new notes have not been registered under the Securities Act of 1933 and may not be resold without registration or an exemption. Amgen has agreed to register the notes within specific timeframes; failure to do so could result in additional payments to noteholders. The notes' ranking is senior unsecured, meaning they are subordinate to secured debt and the obligations of Amgen's subsidiaries.