Eli Lilly and Company (NYSE: LLY) announced today the pricing terms of its previously announced cash tender offer for specified series of its outstanding debt securities.
Holders of notes subject to the tender offer who validly tendered, and did not validly withdraw, their notes on or before 5:00 p.m., New York City time, on September 20, 2021 (the early tender date), and whose notes are accepted for purchase by Lilly, are eligible to receive the applicable total consideration. The total consideration for each $1,000 principal amount of notes tendered and accepted for payment in the tender offer is based on the applicable reference yield plus a fixed spread, in each case as set forth in the table below, and is payable to holders of the notes listed in the table below who validly tendered and did not validly withdraw their notes on or before the early tender date and whose notes are accepted for purchase by Lilly. The reference yields listed in the table were calculated at 10:00 a.m., New York City time, on September 21, 2021. The applicable total consideration for each series of notes includes an early tender premium of $30 per $1,000 principal amount of notes validly tendered and not validly withdrawn and accepted for purchase by Lilly.
| Title of Security | CUSIP No. | Acceptance Priority Level | Reference U.S. Treasury Security | Reference Yield | Fixed Spread | Total Consideration(1)(2) |
| 4.150% Notes due 2059 | 532457 BU1 | 1(3) | 2.375% due May 15, 2051 | 1.865% | 80 bps | $1,347.88 |
| 3.950% Notes due 2049 | 532457 BT4 | 2(4) | 2.375% due May 15, 2051 | 1.865% | 70 bps | $1,268.49 |
| 7.125% Notes due 2025 | 532457 AM0 | 3 | 0.750% due August 31, 2026 | 0.820% | 15 bps | $1,222.65 |
| 6.770% Notes due 2036 | 532457 AP3 | 4 | 1.250% due August 15, 2031 | 1.321% | 105 bps | $1,530.04 |
| 5.950% Notes due 2037 | 532457 BC1 | 5 | 1.750% due August 15, 2041 | 1.816% | 55 bps | $1,478.64 |
| 5.550% Notes due 2037 | 532457 BA5 | 6 | 1.750% due August 15, 2041 | 1.816% | 50 bps | $1,418.71 |
| 5.500% Notes due 2027 | 532457 AZ1 | 7 | 0.750% due August 31, 2026 | 0.820% | 40 bps | $1,226.23 |
| 4.650% Notes due 2044 | 532457 BG2 | 8 | 1.750% due August 15, 2041 | 1.816% | 75 bps | $1,351.36 |
| 3.950% Notes due 2047 | 532457 BR8 | 9 | 2.375% due May 15, 2051 | 1.865% | 70 bps | $1,255.48 |
| 3.875% Notes due 2039 | 532457 BS6 | 10 | 1.750% due August 15, 2041 | 1.816% | 45 bps | $1,225.74 |
| 3.700% Notes due 2045 | 532457 BJ6 | 11 | 2.375% due May 15, 2051 | 1.865% | 65 bps | $1,205.60 |
| 3.375% Notes due 2029 | 532457 BV9 | 12 | 1.250% due August 15, 2031 | 1.321% | 15 bps | $1,130.16 |
| 3.100% Notes due 2027 | 532457 BP2 | 13 | 0.750% due August 31, 2026 | 0.820% | 35 bps | $1,100.66 |
| 2.750% Notes due 2025 | 532457 BH0 | 14 | 0.750% due August 31, 2026 | 0.820% | 0 bps | $1,065.36 |
| 2.350% Notes due 2022 | 532457 BQ0 | 15 | 1.750% due May 15, 2022 | 0.070% | 10 bps | $1,014.09 |
| (1) Per $1,000 principal amount of notes that are tendered and accepted for purchase. |
| (2) The applicable total consideration includes an early tender premium of $30 per $1,000 principal amount of notes that are tendered and accepted for purchase. |
| (3) Lilly has removed the previously announced note cap setting forth the maximum principal amount of 4.150% Notes due 2059 that Lilly will accept for purchase pursuant to the tender offer. |
| (4) Lilly has removed the previously announced note cap setting forth the maximum principal amount of 3.950% Notes due 2049 that Lilly will accept for purchase pursuant to the tender offer. |
All payments for notes accepted for purchase in reference to the first tender date also will include accrued and unpaid interest on the principal amount of such notes to, but excluding, the initial settlement date, which is currently expected to be September 22, 2021.
Holders of notes subject to the offer who validly tender and don’t validly withdraw their notes after the first tender date will, if such notes are accepted by Lilly, receive the applicable tender consideration, which is adequate to the entire consideration minus $30 per $1,000 principal amount of notes tendered by such holders and 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.
The offer is being conducted on the terms and subject to the conditions set forth within the Offer to get , dated September 7, 2021 and therefore the related Letter of Transmittal, each as supplemented by the handout , dated September 21, 2021, that removed the note caps for the three .950% Notes due 2049 and therefore the 4.150% Notes due 2059.
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 .
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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