UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events |
On April 24, 2020, Eli Lilly and Company (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”), with BofA Securities, Inc., Barclays Capital Inc., Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. 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 2.250% Notes due 2050 (the “Notes”). The Notes are to be 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 officer’s certificate setting forth the terms of the Notes (which includes the form of Notes as an exhibit). The offering of the Notes was registered on a Registration Statement on Form S-3ASR (File No. 333-229735). The Notes will accrue interest at a rate of 2.250% per annum, payable semiannually, and will mature on May 15, 2050. Upon the closing of the offering of the Notes, which is expected to occur on May 5, 2020, the Company will realize, after deduction of the underwriter’s discount and before deduction of offering expenses, net proceeds of approximately $988.6 million.
Upon occurrence of an Event of Default (as defined in the Indenture) with respect to the Notes, the principal amount of the Notes may be declared and become due and payable immediately. 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 officers’ certificate, the Indenture and the form of the Notes filed as exhibits hereto, which exhibits are incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 1.1 |
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| 4.1* |
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| 4.2± |
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| 4.3 |
Form of Officer’s Certificate setting forth the terms and form of the Notes. | |||
| 4.4 |
Form of 2.250% Note due 2050 (included in Exhibit 4.3 above). | |||
| 5.1 |
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| 5.2 |
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| 23.1 |
Consent of Covington & Burling LLP (included as part of Exhibit 5.1). | |||
| 23.2 |
Consent of Crystal T. Williams, Esq. (included as part of Exhibit 5.2). |
| * | 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 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/ Crystal T. Williams | |
| Name: |
Crystal T. Williams | |
| Title: |
Assistant General Counsel and Assistant Corporate Secretary | |
| Dated: April 27, 2020 | ||