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): December 12, 2019
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 Select Market | ||
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 December 12, 2019, we entered into a second amended and restated revolving credit agreement with Citibank, N.A., as administrative agent (“Citibank”), JPMorgan Chase Bank, N.A., as syndication agent, and the other banks party thereto, for a total commitment of $2.5 billion. Financing under the revolving credit agreement is available for general corporate purposes, including as a liquidity backstop to our commercial paper program. The commitments under the revolving credit agreement may be increased by up to $750 million in the aggregate upon our request at the discretion of the banks and subject to certain customary requirements. The commitments of each bank under the revolving credit agreement have an initial term of five years and may be extended for up to two additional one year periods upon our request at the discretion of the respective bank, subject to certain customary requirements. The revolving credit agreement amends and restates our existing revolving credit agreement dated as of July 30, 2014.
Advances under the revolving credit agreement will bear interest at an annual rate of, at our option, either (i) the applicable LIBOR rate (or EURIBOR rate for certain advances denominated in Euros) plus between 0.700% and 1.125%, depending on the rating of our senior long-term unsecured debt or (ii) the highest of (A) Citibank’s base commercial lending rate, (B) the overnight federal funds rate plus 0.50% and (C) one month LIBOR plus 1.00%, plus between 0.000% and 0.125%, depending on the rating of our senior long-term unsecured debt. The revolving credit agreement contains provisions relating to the determination of successor rates to address the possible phase-out or unavailability of designated reference rates under the revolving credit agreement. We have also agreed to pay a fee for committed funds under the revolving credit agreement, whether used or unused, of between 0.05% and 0.125% per annum depending on the rating of our senior long-term unsecured debt. The revolving credit agreement includes a $300 million sub-limit for issuances of letters of credit.
The revolving credit agreement contains customary affirmative and negative covenants, including limitations on mergers, consolidations and sales of assets; limitations on liens and sales and leasebacks; limitations on transactions with affiliates and limitations on subsidiary indebtedness. In addition, the revolving credit agreement requires maintenance of a minimum consolidated interest coverage ratio of EBITDA to total interest expense, each on a consolidated basis.
The description of the revolving credit agreement above does not purport to be complete and is qualified in its entirety by reference to the revolving credit agreement, which is filed as Exhibit 10.1 to this report.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. | Document Description | |
10.1 | ||
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: December 12, 2019 | By: | /s/ David W. Meline | ||||
Name: | David W. Meline | |||||
Title: | Executive Vice President and Chief Financial Officer | |||||