Eli Lilly gives early results for tender offer for up to $1.5 billion

Chicago, Sept. 21 – Eli Lilly and Co. announced the early results of its cash tender offer for up to $1.5 billion of notes from 15 series, according to a press release on Tuesday.

At the early deadline of 5 p.m. ET on Sept. 20, noteholders had tendered a total of $2,016,575,000 of the notes.

The company has received tenders for, and will accept, the following amounts of notes, listed in order of acceptance priority:

• All of the $408,714,000 tendered, or 40.87% of the $1 billion of 4.15% notes due 2059, with pricing to be set using the 2.375% Treasury due May 15, 2051 plus 80 basis points;

• All of the $541,847,000 tendered, or 36.12% of the $1.5 billion of 3.95% notes due 2049, with pricing to be set using the 2.375% Treasury due May 15, 2051 plus 70 bps;

• All of the $12,221,000 tendered, or 5.32% of the $229,692,000 of 7.125% notes due 2025, with pricing to be set using the 0.75% Treasury due Aug. 31, 2026 plus 15 bps;

• All of the $15.88 million tendered, or 9.1% of the $174,445,000 of 6.77% notes due 2036, with pricing to be set using the 1.25% Treasury due Aug. 15, 2031 plus 105 bps;

• All of the $17,284,000 tendered, or 6.08% of the $284,112,000 of 5.95% notes due 2037, with pricing to be set using the 1.75% Treasury due Aug. 15, 2041 plus 55 bps;

• All of the $31.42 million tendered, or 6.6% of the $476,152,000 of 5.55% notes due 2037, with pricing to be set using the 1.75% Treasury due Aug. 15, 2041 plus 50 bps;

• All of the $13,181,000 tendered, or 3.49% of the $377,505,000 of 5.5% notes due 2027, with pricing to be set using the 0.75% Treasury due Aug. 15, 2026 plus 40 bps;

• All of the $4.68 million tendered, or 10.88% of the $43,016,000 of 4.65% notes due 2044, with pricing to be set using the 1.75% Treasury due Aug. 15, 2026 plus 75 bps;

• All of the $89,177,000 tendered, or 20.45% of the $436,129,000 of 3.95% notes due 2047, with pricing to be set using the 2.375% Treasury due May 15, 2051 plus 70 bps;

• All of the $120,492,000 tendered, or 33.4% of the $360,745,000 of 3.875% notes due 2039, with pricing to be set using the 1.75% Treasury due Aug. 15, 2041 plus 45 bps;

• All of the $25,668,000 tendered, or 6.22% of the $412,467,000 of 3.7% notes due 2045, with pricing to be set using the 2.375% Treasury due May 15, 2051 plus 65 bps;

• $219,436,000 of the $369,771,000 tendered, or 32.15%, of the $1.15 billion of 3.375% notes due 2029, with pricing to be set using the 1.25% Treasury due Aug. 15, 2031 plus 15 bps (prorated at 59.4%);

• None of the $54,408,000 tendered, or 13.55%, of the $401.45 million of 3.1% notes due 2027, with pricing to be set using the 0.75% Treasury due Aug. 31, 2026 plus 35 bps;

• None of the $146,108,000 tendered, or 26.06%, of the $560,646,000 of 2.75% notes due 2025, with pricing to be set using the 0.75% Treasury due Aug. 31, 2026 plus 0 bps; and

• None of the $165,724,000 tendered, or 22.1%, of the $750 million of 2.35% notes due 2022, with pricing to be set using the 1.75% Treasury due May 15, 2022 plus 10 bps.

Pricing will be set at 10 a.m. ET on Sept. 21.

Holders will also receive accrued interest.

The expiration date is 11:59 p.m. ET on Oct. 4.

Holders who tendered their notes by the early tender date are eligible to receive a premium of $30 per $1,000 principal amount.

The initial settlement date is expected for Sept. 22

Tenders could be withdrawn until the early tender date.

The 4.15% notes due 2059 were subject to a series cap of $350 million and the 3.95% notes due 2049 were subject to a series cap of $525 million. However, the company removed the caps on those series.

The offer for each series was conditioned on the satisfaction of some conditions, including the completion of an offering of debt securities by Eli Lilly that resulted in the receipt of net proceeds that when taken together with cash on hand is sufficient to pay the consideration for all tendered and accepted notes.

BofA Securities Inc. (888 292-0070, 980 387-3907) and Citigroup Global Markets Inc. (800 558-3745, 212 723-6106) are the lead dealer managers of the tender offer and Barclays, BNP Paribas Securities Corp. and Deutsche Bank Securities Inc. are co-dealer managers.

Global Bondholder Services Corp. (866 470-3900, contact@gbsc-usa.com) is serving as tender agent and information agent.

The pharmaceutical company is based in Indianapolis.

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