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): May 6, 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 May 6, 2020, Amgen Inc. (the “Company”) issued and sold $1,000,000,000 aggregate principal amount of its 2.200% Senior Notes due 2027 (the “2027 Notes”), $1,250,000,000 aggregate principal amount of its 2.300% Senior Notes due 2031 (the “2031 Notes”), $750,000,000 aggregate principal amount of its 3.150% Senior Notes due 2040 (the “2040 Notes”) and $1,000,000,000 aggregate principal amount of its 3.375% Senior Notes due 2050 (the “2050 Notes” and, together with the 2027 Notes, the 2031 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 (i) as to the 2027 Notes, the 2040 Notes and the 2050 Notes, an officer’s certificate, dated as of February 21, 2020 (the “Existing Officer’s Certificate”) and (ii) as to the 2031 Notes, an officer’s certificate, dated as of May 6, 2020 (the “2031 Notes Officer’s Certificate” and, together with the Existing Officer’s Certificate, the “Officer’s Certificates”), setting forth the terms of the Notes. The 2027 Notes form a single series with, and have the same terms as, the Company’s 2.200% senior notes due 2027, issued on February 21, 2020, the 2040 Notes form a single series with, and have the same terms as, the Company’s 3.150% senior notes due 2040, issued on February 21, 2020, and the 2050 Notes form a single series with, and have the same terms as, the Company’s 3.375% senior notes due 2050, issued on February 21, 2020. Net proceeds to the Company from the offering were approximately $ 4,034,736,618, after deducting underwriters’ discounts and estimated offering expenses payable by the Company, plus, in the case of the 2027 Notes, the 2040 Notes, and the 2050 Notes, interest deemed to have accrued from February 21, 2020 to, but excluding, the settlement date.
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, the Existing Officer’s Certificate (including the forms of the 2027 Notes, the 2040 Notes and the 2050 Notes) included as Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed on February 21, 2020, and incorporated herein by reference, and the 2031 Notes Officer’s Certificate (including the form of the 2031 Notes) attached hereto as Exhibit 4.3 and incorporated herein by reference.
The 2027 Notes will pay interest at the rate of 2.200% per annum, the 2031 Notes will pay interest at the rate of 2.300% 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, as to the 2027 Notes, the 2040 Notes and the 2050 Notes, shall be payable in cash semi-annually in arrears on February 21 and August 21 of each year, beginning on August 21, 2020, and as to the 2031 Notes, shall be payable in cash semi-annually in arrears on February 25 and August 25 of each year, beginning on February 25, 2021. The interest payment to be made with respect to the 2027 Notes, the 2040 Notes and the 2050 Notes on August 21, 2020 will include interest deemed to have accrued from and including February 21, 2020 to, but excluding, the settlement date. Such accrued interest was paid by the purchasers of the additional notes of each series on the settlement date. The 2027 Notes will mature on February 21, 2027, the 2031 Notes will mature on February 25, 2031, the 2040 Notes will mature on February 21, 2040 and the 2050 Notes will mature on February 21, 2050.
