Eli Lilly and Company 8-K

Summary

Debt offering completed. Eli Lilly issued $9.0B principal amount of notes due 2028–2066, receiving approximately $8.94B after underwriting discounts and before offering expenses. Several series are subject to mandatory redemption if the Centessa acquisition does not close by the applicable deadline or Lilly abandons it.

Key Figures

• Principal and proceeds: $9.0B total principal; approximately $8.94B net proceeds after underwriting discounts and before estimated offering expenses.
• Floating-rate notes: $750M due 2028 and $500M due 2029, at Compounded SOFR plus 0.350% and 0.460%, respectively; interest resets and is payable quarterly.
• Fixed-rate notes: $750M due 2029, $1.5B due 2031, $1.25B due 2033, $1.5B due 2036, $1.75B due 2056 and $1.0B due 2066. The filing states annual coupons of 4.150%, 4.375%, 4.650%, 4.850%, 5.600% and 5.700%, respectively, in its issuance list; its interest-terms paragraph instead lists 4.650% for the 2029 notes.
• Centessa-related mandatory redemption: The 2029 floating-rate notes and fixed-rate notes due 2029, 2031, 2033 and 2036 must be redeemed at 101% of principal plus accrued and unpaid interest if the acquisition is not completed within five business days after the later of 3/31/2027 or any agreed later outside date, or if Lilly tells the trustee it will not pursue the acquisition. The 2028 floating-rate notes and notes due 2056 and 2066 are excluded.

Investor Takeaways

• Centessa acquisition completion by the applicable outside-date deadline—or Lilly’s decision not to proceed—determines whether the specified notes are mandatorily redeemed.