$AMGN Form 8-K

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551

Form 8-K for AMGEN INC


1-May-2015

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhi

Item 1.01. Entry into a Material Definitive Agreement.On May 1, 2015, Amgen Inc. (the “Company”) issued and sold $750,000,000 of its 2.125% Senior Notes due 2020 (the “2020 Notes”), $500,000,000 of its 2.700% Senior Notes due 2022 (the “2022 Notes”), $1,000,000,000 of its 3.125% Senior Notes due 2025 (the “2025 Notes”) and $1,250,000,000 of its 4.400% Senior Notes due 2045 (the “2045 Notes” and, together with the 2020 Notes, the 2022 Notes and the 2025 Notes, the “Notes”). The Notes are registered under an effective Registration Statement on Form S-3 (Registration No. 333-194103) (the “Registration Statement”), filed on February 24, 2014, and were issued pursuant to an indenture, dated as of May 22, 2014 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, and an officer’s certificate, dated as of May 1, 2015 (the “Officer’s Certificate”), setting forth the terms of the Notes. Net proceeds to the Company from the offering were approximately $3,462,085,000, after deducting underwriters’ discounts and estimated offering expenses payable by the Company.

The relevant terms of the Notes are set forth in the Indenture, included as Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on May 22, 2014, and incorporated herein by reference, and the Officer’s Certificate (including forms of the Notes), attached hereto as Exhibit 4.2 and incorporated herein by reference.

The 2020 Notes will bear interest at a rate of 2.125% per annum, the 2022 Notes will bear interest at a rate of 2.700% per annum, the 2025 Notes will bear interest at a rate of 3.125% per annum and the 2045 Notes will bear interest as a rate of 4.400% per annum, which, in each case, shall be payable semi-annually in arrears on each May 1 and November 1, beginning on November 1, 2015. The 2020 Notes, the 2022 Notes, the 2025 Notes and the 2045 Notes will mature on May 1, 2020, May 1, 2022, May 1, 2025 and May 1, 2045, respectively.

In the event of a change in control triggering event as defined in the Officer’s Certificate attached hereto as Exhibit 4.2, the holders of the Notes may require the Company to purchase for cash all or a portion of their Notes at a purchase price equal to 101% of the principal amount of Notes, plus accrued and unpaid interest, if any. The descriptions of the Indenture, the Officer’s Certificate and the Notes in this report are summaries and are qualified in their entirety by the terms of the Indenture, the Officer’s Certificate and the Notes, respectively.

The Notes will rank equal in right of payment to all of the Company’s other existing and future senior unsecured indebtedness, senior in right of payment to all of the Company’s existing and future subordinated indebtedness, effectively subordinated in right of payment to all of the Company’s subsidiaries’ obligations (including secured and unsecured obligations) and subordinated in right of payment to the Company’s secured obligations, to the extent of the assets securing such obligations.

 

Item 8.01. Other Events.The Company is filing the computation of its ratio of earnings to fixed charges for the three months ended March 31, 2015 and each of the five years from 2010 through 2014 as Exhibit 12.1 hereto, which is incorporated by reference into the Registration Statement.

 

Item 9.01. Financial Statements and Exhibits.

Exhibit No.                             Document Description

 1.1              Underwriting Agreement, dated April 28, 2015, by and among the
                  Company and Morgan Stanley & Co. LLC, Credit Suisse Securities
                  (USA) LLC, Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner
                  & Smith Incorporated, as representatives of the several
                  underwriters named therein.

 4.1              Indenture, dated as of May 22, 2014, between the Company and The
                  Bank of New York Mellon Trust Company, N.A., as trustee. (1)

 4.2              Officer's Certificate of Amgen Inc., dated as of May 1, 2015,
                  including forms of the Company's 2.125% Senior Notes due 2020,
                  2.700% Senior Notes due 2022, 3.125% Senior Notes due 2025 and
                  4.400% Senior Notes due 2045.

 5.1              Opinion of Latham & Watkins LLP, dated May 1, 2015.

12.1              Statement Regarding the Computation of Ratio of Earnings to Fixed
                  Charges.


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          23.1  Consent of Latham & Watkins LLP included in Exhibit 5.1.

(1) Filed as an exhibit to Current Report on Form 8-K, dated May 22, 2014, and incorporated herein by reference.


 

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