Eli Lilly and Company (NYSE: LLY) announced today the early tender results of its previously announced cash tender offer for specified series of its outstanding debt securities. Lilly also announced that it has removed the previously announced note caps setting forth the maximum principal amounts of its 4.150% Notes due 2059 and its 3.950% Notes due 2049 that Lilly will accept for purchase pursuant to the tender offer. Except as described in this press release, all other terms of the tender offer as described in the Offer to Purchase, dated September 7, 2021 (the “Offer to Purchase”), and the related Letter of Transmittal remain unchanged.
A total of $2,016,575,000 in aggregate principal amount of the notes listed in the table below were validly tendered and not validly withdrawn on or before 5:00 p.m., New York City time, on September 20, 2021, the early tender date for the tender offer. The table below sets forth the aggregate principal amount of each series of notes subject to the tender offer that was validly tendered and not validly withdrawn on or prior to the early tender date.
| Title of Security | CUSIP No. | Acceptance Priority Level | Principal Amount Outstanding | Principal Amount Tendered | Approximate Percentage of Outstanding Amount Tendered | Anticipated Principal Amount to be Accepted for Purchase |
| 4.150% Notes due 2059 | 532457 BU1 | 1(1) | $1,000,000,000 | $408,714,000 | 40.87% | $408,714,000 |
| 3.950% Notes due 2049 | 532457 BT4 | 2(2) | $1,500,000,000 | $541,847,000 | 36.12% | $541,847,000 |
| 7.125% Notes due 2025 | 532457 AM0 | 3 | $229,692,000 | $12,221,000 | 5.32% | $12,221,000 |
| 6.770% Notes due 2036 | 532457 AP3 | 4 | $174,445,000 | $15,880,000 | 9.10% | $15,880,000 |
| 5.950% Notes due 2037 | 532457 BC1 | 5 | $284,112,000 | $17,284,000 | 6.08% | $17,284,000 |
| 5.550% Notes due 2037 | 532457 BA5 | 6 | $476,152,000 | $31,420,000 | 6.60% | $31,420,000 |
| 5.500% Notes due 2027 | 532457 AZ1 | 7 | $377,505,000 | $13,181,000 | 3.49% | $13,181,000 |
| 4.650% Notes due 2044 | 532457 BG2 | 8 | $43,016,000 | $4,680,000 | 10.88% | $4,680,000 |
| 3.950% Notes due 2047 | 532457 BR8 | 9 | $436,129,000 | $89,177,000 | 20.45% | $89,177,000 |
| 3.875% Notes due 2039 | 532457 BS6 | 10 | $360,745,000 | $120,492,000 | 33.40% | $120,492,000 |
| 3.700% Notes due 2045 | 532457 BJ6 | 11 | $412,467,000 | $25,668,000 | 6.22% | $25,668,000 |
| 3.375% Notes due 2029 | 532457 BV9 | 12 | $1,150,000,000 | $369,771,000 | 32.15% | $219,436,000 |
| 3.100% Notes due 2027 | 532457 BP2 | 13 | $401,450,000 | $54,408,000 | 13.55% | $0 |
| 2.750% Notes due 2025 | 532457 BH0 | 14 | $560,646,000 | $146,108,000 | 26.06% | $0 |
| 2.350% Notes due 2022 | 532457 BQ0 | 15 | $750,000,000 | $165,724,000 | 22.10% | $0 |
(1)
Lilly has removed the previously announced note cap setting forth the utmost principal amount of 4.150% Notes due 2059 that Lilly will accept for purchase pursuant to the offer .
(2)
Lilly has removed the previously announced note cap setting forth the utmost principal amount of three .950% Notes due 2049 that Lilly will accept for purchase pursuant to the offer .
Subject to the conditions within the Offer to get , notes validly tendered and not validly withdrawn at or before the first tender date with Acceptance Priority Level 12 are accepted for purchase employing a proration factor of roughly 59.4%.
The settlement date for the notes accepted for purchase by Lilly in reference to the first tender date is currently expected to be September 22, 2021.
Lilly expects to work out the pricing terms of the offer at 10:00 a.m., ny City time, on September 21, 2021, unless extended. The offer is scheduled to expire at 11:59 p.m., ny City time, on October 4, 2021, unless extended or terminated earlier.
Holders of notes subject to the offer who validly tendered and didn’t validly withdraw their notes on or before the first tender date are eligible to receive the applicable total consideration, which incorporates an early tender premium of $30 per $1,000 principal amount of notes validly tendered by such holders that are accepted for purchase by Lilly. Accrued and unpaid interest from the last interest payment date for the applicable series of notes to, but excluding, the applicable settlement date are going to be paid in take advantage respect of all validly tendered notes accepted for purchase by Lilly within the offer .
In accordance with the terms of the offer , the withdrawal date was 5:00 p.m., ny City time, on September 20, 2021. As a result, tendered notes may not be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law.
Lilly has retained BofA Securities, Inc. and Citigroup Global Markets Inc. to function lead dealer managers for the offer , and Barclays Capital, Inc., BNP Paribas Securities Corp. and Deutsche Bank Securities Inc. to function co-dealer managers. Lilly has retained Global Bondholder Services Corporation to function tender agent and knowledge agent for the offer .
Requests for documents concerning the offer could also be directed to Global Bondholder Services Corporation by telephone at +1 (866) 470-3900, by email at contact@gbsc-usa.com or in writing at 65 Broadway, Suite 404, New York, NY 10006. Questions regarding the offer could also be directed to BofA Securities, Inc. toll-free at +1 (888) 292-0070 or collect at +1 (980) 387-3907 or to Citigroup Global Markets Inc. toll-free at +1 (800) 558-3745 or collect +1 (212) 723-6106.
About Eli Lilly and Company
Lilly may be a global healthcare leader that unites caring with discovery to make medicines that make life better for people round the world. We were founded quite a century ago by a person committed to making high-quality medicines that meet real needs, and today we remain faithful that mission altogether our work. Across the world , Lilly employees work to get and convey life-changing medicines to those that need them, improve the understanding and management of disease, and provides back to communities through philanthropy and volunteerism. F-LLY
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