Biogen begins exchange, cash tender offers for 5.2% notes due 2045

By Taylor Fox

New York, Feb. 4 – Biogen Inc. began a private offer to exchange any and all of its $1.75 billion outstanding 5.2% senior notes due 2045 for a new series of senior notes due 2051 and cash, according to a press release.

Biogen also announced a separate cash tender offer to purchase any and all of the outstanding 5.2% notes due 2045.

The offers will expire at 5 p.m. ET Feb. 10.

Tenders under guaranteed delivery procedures for each offer are due by 5 p.m. ET on Feb. 12.

Settlement is expected on Feb. 16.

Exchange offer

The exchange offer is only being made to noteholders who are qualified institutional buyers under Rule 144A or non-U.S. persons under Rule 902 of the U.S. Securities Act of 1933.

The total exchange consideration will be calculated using a fixed spread of 115 basis points over the reference yield based on the 1.375% U.S Treasury security due Aug. 15, 2050. Pricing will be determined at 11 a.m. ET Feb. 10.

The cash portion of the exchange consideration will represent 67% of the premium, the amount by which the total exchange consideration exceeds $1,000 for each $1,000 of old notes.

Biogen will also pay interest to but excluding the settlement date and amounts due in lieu of fractional amounts of new notes.

Pricing for the new notes due Feb. 15, 2051 will be based on the 1.375% U.S Treasury security due Aug. 15, 2050 and a fixed spread of 135 bps.

The exchange offer is subject to a number of conditions, two of which may not be waived: the cash offer completion condition or the minimum issue condition. Biogen must complete the cash tender offer and issue at least $300 million of new notes under the exchange offer.

Tender offer

The cash offer is open only to holders that are not qualified institutional buyers under Rule 144A and are not non-U.S. persons under Rule 902 of the Securities Act.

The tender consideration will be calculated using a fixed spread of 115 bps over the reference yield based on the 1.375% U.S Treasury security due Aug. 15, 2050. Pricing will be determined at 11 a.m. ET Feb. 10.

Biogen will also pay interest to but excluding the settlement date.

The cash offer is conditioned on, among other things, completion of the exchange offer. The exchange offer completion condition may not be waived.

No consents are being solicited in connection with the cash offer, the company noted.

Global Bondholder Services Corp. (866 470-3900, 212 430-3774; gbsc-usa.com) is the exchange agent, tender agent and information agent.

The biotechnology company is based in Cambridge, Mass.

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