Summary
Gilead Sciences, Inc. (GILD) has filed an 8-K report detailing the entry into a material definitive agreement concerning the issuance of new senior notes. Specifically, on September 14, 2023, the company, along with Computershare Trust Company, National Association as trustee, executed a Ninth Supplemental Indenture. This indenture allows for the issuance of $1 billion in 5.250% Senior Notes due 2033 and $1 billion in 5.550% Senior Notes due 2053, totaling $2 billion in aggregate principal amount. These notes were sold through a public offering under an existing registration statement. The proceeds from this offering are intended for general corporate purposes. The filing also includes details on the underwriting agreement with Barclays Capital Inc. and Citibank Global Markets Inc., acting as representatives for the underwriters. The supplemental indenture outlines various covenants and restrictions, including limitations on secured indebtedness, sale and leaseback transactions, and provisions for debt repurchases upon a change of control. The company retains the option to redeem these notes under specified conditions.
Key Highlights
- 1Gilead Sciences issued $2 billion in aggregate principal amount of senior notes, comprised of $1 billion in 5.250% Senior Notes due 2033 and $1 billion in 5.550% Senior Notes due 2053.
- 2The issuance was conducted via a public offering under Gilead's effective shelf registration statement on Form S-3.
- 3Proceeds from the note issuance are designated for general corporate purposes.
- 4The company entered into a Ninth Supplemental Indenture to its existing Base Indenture.
- 5Key provisions in the indenture include restrictions on incurring secured indebtedness and entering into sale and leaseback transactions.
- 6The notes are subject to repurchase by Gilead upon certain change of control events.
- 7Gilead has the option to redeem the notes, in whole or in part, at predetermined redemption prices.