By Andrea Heisinger
New York, Dec. 7 - Gilead Sciences, Inc. gave terms for its $3.7 billion of senior notes (Baa1/A-) sold in four tranches late on Tuesday, according to an FWP filing with the Securities and Exchange Commission.
A $750 million tranche of 2.4% three-year notes sold at 99.875 to yield 2.444%, a spread of Treasuries plus 205 basis points. There is a make-whole call at Treasuries plus 35 bps.
The second part was $700 million of 3.05% five-year notes priced at 99.836 to yield 3.086% with a spread of Treasuries plus 215 bps. There is a make-whole call at Treasuries plus 35 bps.
A $1.25 billion tranche of 4.4% 10-year notes priced at 99.77 to yield 4.429% with a spread of 235 bps over Treasuries. The securities have a make-whole call at Treasuries plus 40 bps until Sept. 1, 2021 and after at par.
The final part was $1 billion of 5.65% 30-year bonds priced at 99.773 to yield 5.666% with a spread of Treasuries plus 260 bps. The bonds have a make-whole call at Treasuries plus 40 bps until June 1, 2041 and can be redeemed after at par.
The deal features a change-of-control put at 101%. There is a mandatory call at 101% if the tender offer is not done on or before June 30, 2012, or the merger with Pharmasset, Inc. is terminated before that date.
Bank of America Merrill Lynch and Barclays Capital Inc. were the bookrunners for all of the tranches. RBC Capital Markets LLC and Wells Fargo Securities LLC were the bookrunners for the three- and five-year notes. Goldman Sachs & Co. and J.P. Morgan Securities LLC were the bookrunners for the 10- and 30-year paper.
Co-managers were Goldman Sachs & Co. (2014 notes and 2016 notes), J.P. Morgan Securities LLC (2014 notes and 2016 notes), RBC Capital Markets, LLC (2021 notes and 2041 notes), Wells Fargo Securities, LLC (2021 notes and 2041 notes), HSBC Securities (USA) Inc., Mitsubishi UFJ Securities (USA), Inc., Mizuho Securities USA Inc., SMBC Nikko Capital Markets Ltd. and U.S. Bancorp Investments, Inc.
Proceeds are being used to pay a portion of the cash consideration for a tender offer and $11.1 billion merger with Pharmasset, along with related fees and expenses.
Gilead last priced debt in a $1 billion sale of 4.5% 10-year notes at 125 bps over Treasuries on March 23, 2011.
The biopharmaceutical company is based in Foster City, Calif.
| Issuer: | Gilead Sciences, Inc.
|
| Issue: | Senior notes
|
| Amount: | $3.7 billion
|
| Bookrunners: | Bank of America Merrill Lynch, Barclays Capital Inc. (all tranches), RBC Capital Markets LLC, Wells Fargo Securities LLC (three-, five-year notes), Goldman Sachs & Co., J.P. Morgan Securities LLC (10-, 30-year notes)
|
| Co-managers: | Goldman Sachs & Co. (2014 notes and 2016 notes), J.P. Morgan Securities LLC (2014 notes and 2016 notes), RBC Capital Markets, LLC (2021 notes and 2041 notes), Wells Fargo Securities, LLC (2021 notes and 2041 notes), HSBC Securities (USA) Inc., Mitsubishi UFJ Securities (USA), Inc., Mizuho Securities USA Inc., SMBC Nikko Capital Markets Ltd., U.S. Bancorp Investments, Inc.
|
| Change-of-control put: | 101%
|
| Mandatory redemption: | If tender offer not done or merger terminated before June 30, 2012, at 101%
|
| Trade date: | Dec. 6
|
| Settlement date: | Dec. 13
|
| Ratings: | Moody's: Baa1
|
| Standard & Poor's: A-
|
|
|
| Three-year notes
|
| Amount: | $750 million
|
| Maturity: | Dec. 1, 2014
|
| Coupon: | 2.4%
|
| Price: | 99.875
|
| Yield: | 2.444%
|
| Spread: | Treasuries plus 205 bps
|
| Call: | Make-whole at Treasuries plus 35 bps
|
|
|
| Five-year notes
|
| Amount: | $700 million
|
| Maturity: | Dec. 1, 2016
|
| Coupon: | 3.05%
|
| Price: | 99.836
|
| Yield: | 3.086%
|
| Spread: | Treasuries plus 215 bps
|
| Call: | Make-whole at Treasuries plus 35 bps
|
|
|
| 10-year notes
|
| Amount: | $1.25 billion
|
| Maturity: | Dec. 1, 2021
|
| Coupon: | 4.4%
|
| Price: | 99.77
|
| Yield: | 4.429%
|
| Spread: | Treasuries plus 235 bps
|
| Call: | Make-whole at Treasuries plus 40 bps before Sept. 1, 2021, after at par
|
|
|
| 30-year bonds
|
| Amount: | $1 billion
|
| Maturity: | Dec. 1, 2041
|
| Coupon: | 5.65%
|
| Price: | 99.773
|
| Yield: | 5.666%
|
| Spread: | Treasuries plus 260 bps
|
| Call: | Make-whole at Treasuries plus 40 bps until June 1, 2041, after at par
|
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