UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On February 7, 2024, Eli Lilly and Company (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Mizuho Securities USA LLC, as representatives of the several underwriters named therein, for the issuance and sale by the Company of $1,000,000,000 aggregate principal amount of its 4.500% Notes due 2027 (the “2027 Notes”), $1,000,000,000 aggregate principal amount of its 4.500% Notes due 2029 (the “2029 Notes”), $1,500,000,000 aggregate principal amount of its 4.700% Notes due 2034 (the “2034 Notes”), $1,500,000,000 aggregate principal amount of its 5.000% Notes due 2054 (the “2054 Notes”) and $1,500,000,000 aggregate principal amount of its 5.100% Notes due 2064 (the “2064 Notes” and, collectively with the 2027 Notes, the 2029 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). Each series of Notes is being 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 2027 Notes accrue interest at a rate of 4.500% per annum, payable semi-annually, and, except as contemplated in the following paragraph, mature on February 9, 2027. The 2029 Notes accrue interest at a rate of 4.500% per annum, payable semi-annually, and, except as contemplated in the following paragraph, mature on February 9, 2029. The 2034 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 9, 2034. The 2054 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 9, 2054. The 2064 Notes accrue interest at a rate of 5.100% per annum, payable semi-annually, and, except as contemplated in the following paragraph, mature on February 9, 2064. Upon the closing of the offering of the Notes, which occurred on February 9, 2024, the Company realized, after deduction of underwriting discounts and before deduction of estimated offering expenses payable by the Company, net proceeds of approximately $6.45 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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| * | Incorporated by reference to the same-numbered exhibit of the Company’s Registration Statement on Form S-3 (File No. 333-186979), filed with the Securities and Exchange Commission (“SEC”) on March 1, 2013. |
| ± | Incorporated by reference to the same-numbered exhibit of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-06351), filed with the SEC on February 27, 2009. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ELI LILLY AND COMPANY | ||
| (Registrant) | ||
| By: | /s/ Philip Johnson | |
| Name: | Philip Johnson | |
| Title: | Group Vice President, Finance and Treasurer | |
| Dated: | February 9, 2024 | |