Item 1.01. Entry into a Material Definitive Agreement.
On August 18, 2022, Amgen Inc. (the “Company”) issued and sold $1,250,000,000 aggregate principal amount of the Company’s 4.050% Senior Notes due 2029 (the “2029 Notes”), $750,000,000 aggregate principal amount of the Company’s 4.200% Senior Notes due 2033 (the “2033 Notes”), and $1,000,000,000 aggregate principal amount of the Company’s 4.875% Senior Notes due 2053 (the “2053 Notes” and, together with the 2029 Notes and the 2033 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 August 18, 2022 (the “Officer’s Certificate”), setting forth the terms of the Notes. Net proceeds to the Company from the offering were approximately $2,976,217,500, 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 the forms of the Notes) attached hereto as Exhibit 4.2 and incorporated herein by reference.
The 2029 Notes will pay interest at the rate of 4.050% per annum, the 2033 Notes will pay interest at the rate of 4.200% per annum and the 2053 Notes will pay interest at the rate of 4.875% per annum, which, in the case of the 2029 Notes, shall be payable in cash semi-annually in arrears on February 18 and August 18 of each year, beginning on February 18, 2023 and, in the case of the 2033 Notes and 2053 Notes, shall be payable in cash semi-annually in arrears on March 1 and September 1 of each year, beginning March 1, 2023. The 2029 Notes will mature on August 18, 2029, the 2033 Notes will mature on March 1, 2033 and the 2053 Notes will mature on March 1, 2053.
In the event of a change in control triggering event, as defined in the Officer’s Certificate, 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.
