Exchange Offer
On February 4, 2021, Biogen Inc. (the “Company”) issued a press release announcing its commencement of a private offer to exchange (the “Exchange Offer”) any and all of its outstanding 5.200% Senior Notes due 2045 (the “Old Notes”), totaling $1.75 billion in aggregate principal amount, for a new series of senior notes (the “New Notes”) and cash, if any, on the terms and conditions set forth in the Offering Memorandum dated February 4, 2021 (the “Offering Memorandum”) and the accompanying eligibility letter, Canadian beneficial holder form and notice of guaranteed delivery (collectively, the “Exchange Offer Documents”). The Exchange Offer Documents can be accessed by registered holders who complete and return the eligibility letter at the following link: https://gbsc-usa.com/eligibility/biogen.
The Exchange Offer will expire at 5:00 p.m., New York City time, on February 10, 2021, unless extended or earlier terminated by the Company.
The total consideration (the “Total Exchange Consideration”) offered in exchange for Old Notes pursuant to the Exchange Offer, which will be determined in accordance with standard market practice as described in the Offering Memorandum, equates to a yield to the par call date of the Old Notes equal to a fixed spread over a reference yield, which will be based on the bid-side yield of a reference U.S. Treasury security at 11:00 a.m., New York City time, on February 10, 2021, unless extended (such date and time, as it may be extended, the “Pricing Time”).
The Total Exchange Consideration will consist of New Notes and a cash payment. The issue price of the New Notes, which will be determined in accordance with standard market practice as described in the Offering Memorandum, equates to a yield to maturity equal to a fixed spread over a benchmark yield, which will be based on the bid-side yield of a reference U.S. Treasury security at the Pricing Time.
Biogen also intends to pay in cash accrued and unpaid interest on the Old Notes accepted for exchange from the last interest payment date to, but excluding, the settlement date for the Exchange Offer, and amounts due in lieu of fractional amounts of New Notes.
Only holders of Old Notes that certify that they are “qualified institutional buyers”, as that term is defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or that are non-U.S. persons, as that term is defined in Rule 902 under the Securities Act (other than “retail investors” in the European Economic Area or the United Kingdom, and investors in any province or territory of Canada that are individuals or that are institutions or other entities that do not qualify as both “accredited investors” and “permitted clients”), as more fully described in the Eligibility Letter, are eligible to participate in the Exchange Offer.
The Exchange Offer is subject to certain conditions, including (i) an accounting treatment condition, (ii) a tax treatment condition, (iii) the timely satisfaction or waiver of
