$BIIB Form 8-K

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1171


Form 8-K for BIOGEN INC.

16-Sep-2015

Other Events, Financial Statements and Exhibits

Item 8.01. Other Events.On September 15, 2015, Biogen Inc. (“Biogen”) completed the issuance and sale of $6.0 billion aggregate principal amount of notes, as previously announced, consisting of:

� $1.5 billion of 2.900% Notes due September 15, 2020 (the “Notes due 2020”);

� $1.0 billion of 3.625% Notes due September 15, 2022 (the “Notes due 2022”);

� $1.75 billion of 4.050% Notes due September 15, 2025 (the “Notes due 2025”); and

� $1.75 billion of 5.200% Notes due September 15, 2045 (the “Notes due 2045” together with the Notes due 2020, Notes due 2022 and Notes due 2025, the “Notes”).

The Notes were registered pursuant to an automatic shelf registration statement on Form S-3 under the Securities Act of 1933 (Registration Statement No. 333-206799) that was filed with the Securities and Exchange Commission on September 8, 2015.

The Notes were issued pursuant to an indenture dated September 15, 2015 (the “Base Indenture”), as supplemented by the First Supplemental Indenture dated September 15, 2015 (the “First Supplemental Indenture”), by and between Biogen and U.S. Bank National Association, as trustee. Biogen is filing the executed Base Indenture and First Supplemental Indenture as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K.

Biogen intends to use the net proceeds from the sale of the Notes to fund purchases of shares of its common stock and for working capital and other general corporate purposes. In May 2015, the Board of Directors of Biogen authorized a program to purchase up to an additional $5.0 billion of Biogen’s common stock. Through September 14, 2015, Biogen has purchased shares of its common stock having a value of approximately $2.3 billion in the open market under this program. In addition, approximately 1.3 million shares remain authorized for purchase under a 20 million share purchase program approved in February 2011.

 

Item 9.01 Financial Statements and Exhibits.(d) Exhibits.

Exhibit 4.1    Indenture, dated September 15, 2015, between Biogen and U.S. Bank
               National Association.

Exhibit 4.2    First Supplemental Indenture, dated September 15, 2015, between
               Biogen and U.S. Bank National Association, including the forms of
               Global Note attached as Exhibit A, Exhibit B, Exhibit C and Exhibit
               D, respectively, thereto.

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