On August 20, 2020, Eli Lilly and Company (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with BNP Paribas Securities Corp., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein, for the issuance and sale by the Company of $850,000,000 in aggregate principal amount of its 2.500% Notes due 2060 (the “2060 Notes”) and $250,000,000 in aggregate principal amount of its 2.250% Notes due 2050 (the “New 2050 Notes” and, together with the 2060 Notes, the “Notes”). Each series of Notes will be issued pursuant to an Indenture (the “Indenture”), dated February 1, 1991, between the Company and Deutsche Bank Trust Company Americas, as successor to Citibank, N.A., as trustee, and an officers’ certificate setting forth the terms of the Notes (including the form of such Notes as an exhibit). The offering of the Notes was registered on a Registration Statement on Form S-3 (File No. 333-229735). The 2060 Notes will accrue interest at a rate of 2.500% per annum, payable semi-annually, and, except as contemplated in the following paragraph, will mature on September 15, 2060. The New 2050 Notes will have the same terms as, and will be treated as the same series with, the $1,000,000,000 in aggregate principal amount of the Company’s 2.250% notes due 2050 issued by the Company under the Indenture on May 5, 2020. Accordingly, the New 2050 Notes will accrue interest at a rate of 2.250% per annum, payable semi-annually, and, except as contemplated in the following paragraph, will mature on May 15, 2050. Upon the issuance of the New 2050 Notes, the outstanding aggregate principal amount of the Company’s 2.250% notes will be $1,250,000,000. Upon the closing of the offering of the Notes, which is expected to occur on August 25, 2020, the Company will realize, after deduction of the underwriting discount and before deduction of offering expenses and excluding accrued interest payable by purchasers of the New 2050 Notes, net proceeds of approximately $1.07 billion.
Upon the occurrence of an Event of Default (as defined in the Indenture) with respect to a series of Notes, the principal amount of the Notes of that series may be declared, and become, immediately due and payable. The Company may, at its election, redeem the Notes, in whole or in part, from time to time at the redemption prices and on the terms and conditions set forth in the Notes.
The above description of the Underwriting Agreement and the Notes is qualified in its entirety by reference to the Underwriting Agreement, the forms of officers’ certificates, the Indenture and the forms of the Notes filed as exhibits hereto, which exhibits are incorporated by reference herein.
