8-KMaterial AgreementsExhibits & Filings

AMGEN INC 8-K Report, Material Agreement (Mar 2, 2023)

Filed March 2, 2023For Securities:AMGN

Summary

Amgen Inc. (AMGN) announced a significant debt issuance on March 2, 2023, raising approximately $23.77 billion in net proceeds through the sale of various senior notes with maturities ranging from 2025 to 2063. The primary purpose of this substantial capital raise is to fund the company's previously announced acquisition of Horizon Therapeutics plc. The issuance is not contingent on the completion of the acquisition, but the company has outlined a special mandatory redemption clause for most of the notes if the acquisition does not close by a specified date, with a redemption premium of 101%. Additionally, the company has permanently reduced its bridge credit facility, which was initially established to finance the Horizon acquisition, by an amount corresponding to the net proceeds from the senior notes offering, signaling a shift in financing strategy. This move effectively de-risks the acquisition financing to some extent by replacing a potentially more volatile credit facility with long-term debt. Investors should note the different interest rates and maturity dates across the series of notes issued, indicating a strategic approach to managing debt costs and maturity profiles. The senior notes rank equally with other senior unsecured debt and are subordinated to subsidiary obligations and secured debt. The significant proceeds raised and the associated debt issuance suggest Amgen is moving forward with its strategic growth plans, particularly the acquisition of Horizon Therapeutics, which is a key development for the company's future revenue streams and market position.

Key Highlights

  • 1Amgen raised approximately $23.77 billion in net proceeds through the issuance of multiple series of senior notes.
  • 2The notes have varying interest rates (from 5.150% to 5.750%) and maturities ranging from 2025 to 2063.
  • 3The proceeds are designated to finance the acquisition of Horizon Therapeutics plc.
  • 4A special mandatory redemption provision exists for most notes (excluding 2063 Notes) if the Horizon acquisition does not close by the specified end date, with a 101% redemption price.
  • 5Amgen has permanently reduced its $28.5 billion bridge credit facility by the amount of the net proceeds from the senior notes offering.
  • 6The new senior notes rank equally with existing senior unsecured indebtedness.
  • 7The offering was registered under an effective Form S-3 and issued pursuant to an indenture and an officer's certificate.

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