Current Report Filing (8-k)

Date : 02/21/2020 @ 9:21PM
Source : Edgar (US Regulatory)
Stock : Amgen Inc (AMGN)
Quote : 219.19  10.41 (4.99%) @ 1:00AM
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Current Report Filing (8-k)

AMGEN INC false 0000318154 0000318154 2020-02-21 2020-02-21 0000318154 us-gaap:CommonStockMember 2020-02-21 2020-02-21 0000318154 amgn:A1.250SeniorNotesDue2022Member 2020-02-21 2020-02-21 0000318154 amgn:A2.00SeniorNotesDue2026Member 2020-02-21 2020-02-21

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 21, 2020

 

Amgen Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-37702

 

95-3540776

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

     

One Amgen Center Drive

Thousand Oaks

California

 

91320-1799

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code

(805) 447-1000

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common stock, $0.0001 par value

 

AMGN

 

The Nasdaq Global Select Market LLC

1.250% Senior Notes Due 2022

 

AMGN22

 

New York Stock Exchange

2.000% Senior Notes Due 2026

 

AMGN26

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 


Item 1.01. Entry into a Material Definitive Agreement.

On February 21, 2020, Amgen Inc. (the “Company”) issued and sold $500,000,000 aggregate principal amount of its 1.900% Senior Notes due 2025 (the “2025 Notes”), $750,000,000 aggregate principal amount of its 2.200% Senior Notes due 2027 (the “2027 Notes”), $1,250,000,000 aggregate principal amount of its 2.450% Senior Notes due 2030 (the “2030 Notes”), $1,250,000,000 aggregate principal amount of its 3.150% Senior Notes due 2040 (the “2040 Notes”) and $1,250,000,000 aggregate principal amount of its 3.375% Senior Notes due 2050 (the “2050 Notes” and, together with the 2025 Notes, the 2027 Notes, the 2030 Notes and the 2040 Notes, the “Notes”). The Notes are registered under an effective Registration Statement on Form S-3 (Registration No. 333-236351) (the “Registration Statement”), filed on February 10, 2020, and were issued pursuant to an indenture, dated as of May 22, 2014 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, and an officer’s certificate, dated as of February 21, 2020 (the “Officer’s Certificate”), setting forth the terms of the Notes. Net proceeds to the Company from the offering were approximately $4,955,763,600, after deducting underwriters’ discounts and estimated offering expenses payable by the Company.

The relevant terms of the Notes are set forth in the Indenture, included as Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on May 22, 2014, and incorporated herein by reference, and the Officer’s Certificate (including forms of the Notes) attached hereto as Exhibit 4.2 and incorporated herein by reference.

The 2025 Notes will pay interest at the rate of 1.900% per annum, the 2027 Notes will pay interest at the rate of 2.200% per annum, the 2030 Notes will pay interest at the rate of 2.450% per annum, the 2040 Notes will pay interest at the rate of 3.150% per annum and the 2050 Notes will pay interest at the rate of 3.375% per annum, which, in each case, shall be payable in cash semi-annually in arrears on February 21 and August 21 of each year, beginning on August 21, 2020. The 2025 Notes will mature on February 21, 2025, the 2027 Notes will mature on February 21, 2027, the 2030 Notes will mature on February 21, 2030, the 2040 Notes will mature on February 21, 2040 and the 2050 Notes will mature on February 21, 2050.

In the event of a change in control triggering event, as defined in the Officer’s Certificate attached hereto as Exhibit 4.2, the holders of the Notes may require the Company to purchase for cash all or a portion of their Notes at a purchase price equal to 101% of the principal amount of Notes, plus accrued and unpaid interest, if any. The descriptions of the Indenture, the Officer’s Certificate and the Notes in this report are summaries and are qualified in their entirety by the terms of the Indenture, the Officer’s Certificate and the Notes, respectively.

The Notes will rank equal in right of payment to all of the Company’s other existing and future senior unsecured indebtedness, senior in right of payment to all of the Company’s existing and future subordinated indebtedness, effectively subordinated in right of payment to all of the Company’s subsidiaries’ obligations (including secured and unsecured obligations) and subordinated in right of payment to the Company’s secured obligations, to the extent of the assets securing such obligations.


Item 9.01. Financial Statements and Exhibits.

Exhibit 

No. 

   

Document Description

         
 

  1.1

   

Underwriting Agreement, dated February 18, 2020, by and among the Company and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Barclays Capital Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein.

         
 

  4.1

   

Indenture, dated as of May 22, 2014, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Amgen Inc.’s Current Report on Form 8-K filed on May 22, 2014).

         
 

  4.2

   

Officer’s Certificate of the Company, dated as of February 21, 2020, including forms of the Company’s 1.900% Senior Notes due 2025, 2.200% Senior Notes due 2027, 2.450% Senior Notes due 2030, 3.150% Senior Notes due 2040 and 3.375% Senior Notes due 2050.

         
 

  5.1

   

Opinion of Latham & Watkins LLP, dated February 21, 2020.

         
 

23.1

   

Consent of Latham & Watkins LLP (included in Exhibit 5.1).

         
 

104

   

Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

AMGEN INC.

             

Date: February 21, 2020

 

 

By:

 

/s/ MARY A. LEHMANN

 

 

Name:

Title:

 

Mary A. Lehmann

Vice President and Treasurer

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