AMGEN COMMENCES EXCHANGE OFFERS FOR CERTAIN SERIES OF OUTSTANDING SENIOR NOTES FROM EXCHANGE ELIGIBLE HOLDERS
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The “Cash Component” means the portion of the Total Exchange Price to be paid to Exchange Eligible Holders in cash and is equal to (x) the applicable Cash Payment Percent of Premium for such series of Old Notes multiplied by (y) (i) the applicable Total Exchange Price for such series of Old Notes minus (ii) $1,000.
The “Cash Payment Percent of Premium” is the percent (as set forth with respect to each series of Old Notes in the table above) of the amount by which the Total Exchange Price (as calculated at the Price Determination Date) exceeds $1,000 per $1,000 principal amount of such Old Notes. For the avoidance of doubt, the Cash Component payable with respect to each series of Old Notes validly tendered at or prior to the Early Participation Date, and accepted by Amgen for exchange, will be equivalent to the Cash Component payable with respect to such series of Old Notes validly tendered after the Early Participation Date and at or prior to the Expiration Date, and accepted by Amgen for exchange.
The Total Exchange Price and Exchange Price for the applicable series of Old Notes may be adjusted as described herein.
Amgen will announce the Exchange Offer Yield, Total Exchange Price, Exchange Price and Cash Component for each of the Old Notes promptly after they are determined by the dealer managers. Exchange Eligible Holders who receive New Notes in exchange for Old Notes on the Final Settlement Date (as defined herein) will receive New Notes that will, if the Early Settlement Date (as defined herein) has occurred, have an embedded entitlement to pre-issuance interest for the period from, and including, the Early Settlement Date to, but not including, the Final Settlement Date. As a result, the cash payable for accrued and unpaid interest on the Old Notes exchanged on the Final Settlement Date will be reduced by the amount of pre-issuance interest on the New Notes exchanged therefor.
The Total Exchange Price payable by Amgen for each $1,000 principal amount of Old Notes tendered for exchange, and accepted by Amgen, will consist of a combination of cash and a principal amount of New Notes (together, a “Payment Amount”) equal to the applicable Total Exchange Price of the series of Old Notes tendered.
The Exchange Prices will be paid in the same manner as the Total Exchange Prices except that the principal amount of New Notes constituting a portion of the Payment Amount will be reduced by the Early Exchange Premium.
Amgen may, at its option, elect to increase or decrease the principal amount of New Notes exchangeable for each $1,000 principal amount of the applicable Old Notes tendered and accepted by up to $100 per $1,000 principal amount. Such adjustments would affect the composition, but not the amount, of the Total Exchange Price and the Exchange Price for such series of Old Notes. Amgen expects any such election to be made as of the Price Determination Date, which is expected to be August 13, 2020.
In addition to the applicable Total Exchange Price or applicable Exchange Price, Exchange Eligible Holders whose Old Notes are accepted for exchange will be paid accrued and unpaid interest on such Old Notes to, but not including, the applicable Settlement Date in cash.
The New Notes will bear interest at a rate per annum (the “New Notes Coupon”) equal to the sum of (i) the bid-side yield on the 2.000% U.S. Treasury Bond due February 15, 2050, as calculated on the Price Determination Date and (ii) 1.4% (140 basis points).
The “New Notes Premium” with respect to $1,000 principal of each series of Old Notes tendered in the Exchange Offers is an amount equal to the sum of the issue price of New Notes issued in exchange for such series of Old Notes for U.S. federal income tax purposes (which is generally equal to the fair market value of the New Notes as of their date of first issuance and, solely for purposes of this definition, shall be assumed to be par) multiplied by the exchange ratio (taking into account the difference between the early and late settlement exchange ratios, as may be appropriate, as estimated by Amgen in its sole discretion), plus the Cash Component payable for such series of Old Notes, minus $1,000.
Each Exchange Offer is subject to certain conditions, including, but not limited to, the following: (i) the condition that the combination of the yield of the New Notes and the Total Exchange Price for the applicable series of Old Notes would result in the New Notes and such Old Notes not being treated as “substantially different” under ASC 470-50 (the “Accounting Treatment Condition”), (ii) the condition that a minimum of $300 million aggregate