On February 23, 2023, Eli Lilly and Company (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein, for the issuance and sale by the Company of $750,000,000 aggregate principal amount of its 5.000% Notes due 2026 (the “2026 Notes”), $1,000,000,000 aggregate principal amount of its 4.700% Notes due 2033 (the “2033 Notes”), $1,250,000,000 aggregate principal amount of its 4.875% Notes due 2053 (the “2053 Notes”) and $1,000,000,000 aggregate principal amount of its 4.950% Notes due 2063 (the “2063 Notes” and, collectively with the 2026 Notes, the 2033 Notes and the 2053 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 forms of such Notes as exhibits). The offering of the Notes was registered on a Registration Statement on Form S-3 (File No. 333-262943). The 2026 Notes accrue interest at a rate of 5.000% per annum, payable semi-annually, and, except as contemplated in the following paragraph, mature on February 27, 2026. The 2033 Notes accrue interest at a rate of 4.700% per annum, payable semi-annually, and, except as contemplated in the following paragraph, mature on February 27, 2033. The 2053 Notes accrue interest at a rate of 4.875% per annum, payable semi-annually, and, except as contemplated in the following paragraph, mature on February 27, 2053. The 2063 Notes accrue interest at a rate of 4.950% per annum, payable semi-annually, and, except as contemplated in the following paragraph, mature on February 27, 2063. Upon the closing of the offering of the Notes, which is expected to occur on February 27, 2023, the Company will realize, after deduction of underwriting discounts and before deduction of estimated offering expenses payable by the Company, net proceeds of approximately $3.96 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 form of officers’ certificate, the Indenture and the forms of the Notes filed as exhibits hereto, which exhibits are incorporated by reference herein.
