New Issue: Amgen sells $24 billion senior note offering in eight parts

By Mary-Katherine Stinson and Cristal Cody

Lexington, Ky., Feb. 16 – Amgen Inc. sold an eight-part offering of senior notes (Baa1/BBB+/BBB+) totaling $24 billion, according to an FWP filed with the Securities and Exchange Commission.

The $2 billion 5.25% senior notes due March 2, 2025 priced at 99.934 to yield 5.285%, or at Treasuries plus 65 basis points after talk in the 90 bps area.

The $1.5 billion 5.507% senior notes due March 2, 2026 priced at par, or at Treasuries plus 115 bps after talk in the 140 bps area.

The $3.75 billion 5.15% senior notes due March 2, 2028 priced at 99.826 to yield 5.19%, or at Treasuries plus 115 bps after talk in the 140 bps area.

The $2.75 billion 5.25% senior notes due March 2, 2030 priced at 99.769 to yield 5.29%, or at Treasuries plus 135 bps after talk in the 160 bps area.

The $4.25 billion 5.25% senior notes due March 2, 2033 priced at 99.685 to yield 5.291%, or at Treasuries plus 150 bps after talk in the 175 bps area.

The $2.75 billion 5.6% senior notes due March 2, 2043 priced at 99.441 to yield 5.647%, or at Treasuries plus 165 bps after talk in the 190 bps area.

The $4.25 billion 5.65% senior notes due March 2, 2053 priced at 99.856 to yield 5.66%, or at Treasuries plus 185 bps after talk in the 210 bps area.

The $2.75 billion 5.75% senior notes due March 2, 2063 priced at 99.072 to yield 5.81%, or at Treasuries plus 200 bps after talk in the 230 bps area.

The tranche maturing in 2025 features a make-whole call at Treasuries plus 10 bps.

The 2026 notes feature a make whole call at Treasuries plus 20 bps prior to March 2, 2024 and after at par.

The 2028 notes feature a make-whole call Treasuries plus 20 bps until one month prior to maturity, followed by a par call.

The 2030 notes will likewise feature a make-whole call at Treasuries plus 25 bps, except with the par call starting two months prior to maturity.

The featured make-whole call at Treasuries plus 25 bps for the 2033 notes will be exercisable until three months prior to maturity, also followed by a par call.

The tranches maturing in 2043, 2053 and 2063 will feature a make-whole call at Treasuries plus 25 bps, Treasuries plus 30 bps and Treasuries plus 30 bps until six months prior to each maturity date, followed by a par call.

Each of the tranches, except for the notes maturing in 2063, will be subject to a special mandatory redemption at 101 if the acquisition of Horizon Therapeutics plc is not consummated on or before the later of (a) Jan. 31, 2024 and (b) any such later date to which the acquisition agreement may be extended. The special mandatory redemption may also be triggered should the acquisition be terminated.

Noteholders will be able to put any of the above notes at 101 should a change-of-control event occur, which will also include a rating event where any series is rated below investment grade.

Citigroup Global Markets Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC and Mizuho Securities USA LLC are the bookrunners.

The cumulative order book total $88.6 billion.

Proceeds will be used, together with cash on hand and borrowings under the company’s term loan agreement, to pay the cash consideration for the aforementioned acquisition. If a special mandatory redemption occurs, proceeds from the 2063-maturing tranche will be used for general corporate purposes, including, but not limited to, working capital, business investments and upcoming debt maturities.

Amgen is a Thousand Oaks, Calif., manufacturer and marketer of human therapeutics based upon advances in cellular and molecular biology.

Issuer:	Amgen Inc.
Amount:	$24 billion
Issue:	Senior notes
Bookrunners:	Citigroup Global Markets Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC and Mizuho Securities USA LLC
Co-managers:	Academy Securities, Inc., AmeriVet Securities, Inc., Blaylock Van, LLC, Cabrera Capital Markets, LLC, CastleOak Securities, LP, Independence Point Securities LLC, Penserra Securities LLC and R. Seelaus & Co., LLC
Trustee:	Bank of New York Mellon Trust Co., NA
Counsel to issuer:	Latham & Watkins LLP
Counsel to underwriters:	Shearman & Sterling LLP
Change of control:	At 101
Trade date:	Feb. 15
Settlement date:	March 2
Ratings:	Moody’s: Baa1
	S&P: BBB+
	Fitch: BBB+
Distribution:	SEC-registered
2025 notes
Amount:	$2 billion
Maturity:	March 2, 2025
Bookrunners:	SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC
Co-managers:	BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., MUFG Securities Americas Inc. and RBC Capital Markets, LLC
Coupon:	5.25%
Price:	99.934
Yield:	5.285%
Spread:	Treasuries plus 65 bps
Call features:	At a make-whole premium of Treasuries plus 10 bps; mandatory redemption at 101 if Horizon acquisition is not completed
Price talk:	Treasuries plus 90 bps area
Cusip:	031162DM9
2026 notes
Amount:	$1.5 billion
Maturity:	March 2, 2026
Bookrunners:	SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC
Co-managers:	BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., MUFG Securities Americas Inc. and RBC Capital Markets, LLC
Coupon:	5.507%
Price:	Par
Yield:	5.507%
Spread:	Treasuries plus 115 bps
Call features:	At a make-whole premium of Treasuries plus 20 bps prior to March 2, 2024; after at par; mandatory redemption at 101 if Horizon acquisition is not completed
Price talk:	Treasuries plus 140 bps area
Cusip:	031162DN7
2028 notes
Amount:	$3.75 billion
Maturity:	March 2, 2028
Bookrunners:	BNP Paribas Securities Corp., MUFG Securities Americas Inc. and RBC Capital Markets, LLC
Co-managers:	Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC
Coupon:	5.15%
Price:	99.826
Yield:	5.19%
Spread:	Treasuries plus 115 bps
Call features:	At a make-whole premium of Treasuries plus 20 bps prior to Feb. 2, 2028; after at par; mandatory redemption at 101 if Horizon acquisition is not completed
Price talk:	Treasuries plus 140 bps area
Cusip:	031162DP2
2030 notes
Amount:	$2.75 billion
Maturity:	March 2, 2030
Bookrunners:	BNP Paribas Securities Corp., MUFG Securities Americas Inc. and RBC Capital Markets, LLC
Co-managers:	Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC
Coupon:	5.25%
Price:	99.769
Yield:	5.29%
Spread:	Treasuries plus 135 bps
Call features:	At a make-whole premium of Treasuries plus 25 bps prior to Jan. 2, 2030; after at par; mandatory redemption at 101 if Horizon acquisition is not completed
Price talk:	Treasuries plus 160 bps area
Cusip:	031162DQ0
2033 notes
Amount:	$4.25 billion
Maturity:	March 2, 2033
Bookrunners:	Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and MUFG Securities Americas Inc.
Co-managers:	BNP Paribas Securities Corp., HSBC Securities (USA) Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC
Coupon:	5.25%
Price:	99.685
Yield:	5.291%
Spread:	Treasuries plus 150 bps
Call features:	At a make-whole premium of Treasuries plus 25 bps prior to Dec. 2, 2032; after at par; mandatory redemption at 101 if Horizon acquisition is not completed
Price talk:	Treasuries plus 175 bps area
Cusip:	031162DR8
2043 notes
Amount:	$2.75 billion
Maturity:	March 2, 2043
Bookrunners:	Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and HSBC Securities (USA) Inc.
Co-managers:	BNP Paribas Securities Corp., MUFG Securities Americas Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC
Coupon:	5.6%
Price:	99.441
Yield:	5.647%
Spread:	Treasuries plus 165 bps
Call features:	At a make-whole premium of Treasuries plus 25 bps prior to Sept. 2, 2042; after at par; mandatory redemption at 101 if Horizon acquisition is not completed
Price talk:	Treasuries plus 190 bps area
Cusip:	031162DS6
2053 notes
Amount:	$4.25 billion
Maturity:	March 2, 2053
Bookrunners:	Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and HSBC Securities (USA) Inc.
Co-managers:	BNP Paribas Securities Corp., MUFG Securities Americas Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC
Coupon:	5.65%
Price:	99.856
Yield:	5.66%
Spread:	Treasuries plus 185 bps
Call features:	At a make-whole premium of Treasuries plus 30 bps prior to Sept. 2, 2052; after at par; mandatory redemption at 101 if Horizon acquisition is not completed
Price talk:	Treasuries plus 210 bps area
Cusip:	031162DT4
2063 notes
Amount:	$2.75 billion
Maturity:	March 2, 2063
Bookrunners:	Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and HSBC Securities (USA) Inc.
Co-managers:	BNP Paribas Securities Corp., MUFG Securities Americas Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC
Coupon:	5.75%
Price:	99.072
Yield:	5.81%
Spread:	Treasuries plus 200 bps
Call features:	At a make-whole premium of Treasuries plus 30 bps prior to Sept. 2, 2062; after at par; mandatory redemption at 101 if Horizon acquisition is not completed
Price talk:	Treasuries plus 230 bps area
Cusip:	031162DU1

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