Pfizer prices 5.75% note tender, gives response, waives consent test

New York, Dec. 21 – Pfizer Inc. set pricing in its tender offer for its €2 billion of 5.75% notes due 2021, announced the response by the early deadline and said it would waive the consent condition after failing to reach the required threshold.

The company will pay €1,208.34 per €1,000 principal amount for the notes, an amount that includes the early tender and consent payment of €30.00 per €1,000 principal amount, according to a news release.

Pricing was set at 5 a.m. ET on Dec. 21 using the 0% OBL due April 9, 2021 plus 20 basis points.

By the early tender deadline of 5 p.m. ET on Dec. 20, Pfizer had received tenders for €834 million, or 41.7%, of the notes.

All validly tendered notes will be accepted for payment, the company said.

However, the response is less than a majority of the notes, and as a result, Pfizer did not receive the consents necessary to amend the notes.

Consequently, the indenture will be left unchanged.

Pfizer is waiving the condition that requires that consents be obtained in order to complete the tender.

Early settlement of the offer is planned for Dec. 28.

The company had been seeking to amend the note indenture to shorten the required notice period to at least seven days but not more than 60 days.

The tender, announced on Dec. 7, will continue until 11:59 p.m. ET on Jan. 5.

Lucid Issuer Services Ltd. (+44 20 7704 0880, pfizer@lucid-is.com or lucid-is.com/pfizer) is the tender and tabulation agent and as information agent.

Pfizer also announced an exchange and cash offer for its £1.5 billion of 6.5% notes due 2038 on Dec. 7.

That offer ended at 5 p.m. ET on Dec. 14 and settled on Dec. 19.

In the exchange portion, the response was £833.45 million, and in settlement Pfizer issued £1,375,882,000 principal amount of new 2.735% notes due June 15, 2043 and paid a cash amount of £29,655,044.47.

Pricing for the new issue was set at 6 a.m. ET on Dec. 14 using the yield of the 4.5% U.K. Treasury due Dec. 7, 2042 plus 95 bps.

The exchange value was set at £1,650.97 for each £1,000 principal amount using the 4.75% U.K. Treasury due Dec. 7, 2038 plus 70 bps for a reference yield of 1.71% and a cash offer yield of 2.41%.

In the cash offer for the 6.5% notes, Pfizer was tendering for the notes with pricing on the same terms.

In that offer, holders tendered £196.55 million of notes and Pfizer paid a cash amount of £324,498,153.50 plus £6,965,408.91 of accrued interest.

Holders could participate in either the exchange offer or cash tender offer except that notes may be tendered in either offer but not both, the company noted.

Lucid Issuer Services Ltd. (+44 20 7704 0880, pfizer@lucid-is.com or lucid-is.com/pfizer) is the information agent and tender agent.

The biopharmaceutical company is based in New York.

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