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Item 1.01.
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Entry into a Material Definitive Agreement.
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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.