On May 6, 2020 On May 6, 2020, Amgen Inc. (the "Company") reported that issued and sold $1,000,000,000 aggregate principal amount of its 2.200% Senior Notes due 2027 (the "2027 Notes"), $1,250,000,000 aggregate principal amount of its 2.300% Senior Notes due 2031 (the "2031 Notes"), $750,000,000 aggregate principal amount of its 3.150% Senior Notes due 2040 (the "2040 Notes") and $1,000,000,000 aggregate principal amount of its 3.375% Senior Notes due 2050 (the "2050 Notes" and, together with the 2027 Notes, the 2031 Notes and the 2040 Notes, the "Notes") (Filing, 8-K, Amgen, MAY 6, 2020, View Source [SID1234557141]). The Notes are registered under an effective Registration Statement on Form S-3 (Registration No. 333-236351) (the "Registration Statement"), filed on February 10, 2020, 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 (i) as to the 2027 Notes, the 2040 Notes and the 2050 Notes, an officer’s certificate, dated as of February 21, 2020 (the "Existing Officer’s Certificate") and (ii) as to the 2031 Notes, an officer’s certificate, dated as of May 6, 2020 (the "2031 Notes Officer’s Certificate" and, together with the Existing Officer’s Certificate, the "Officer’s Certificates"), setting forth the terms of the Notes. The 2027 Notes form a single series with, and have the same terms as, the Company’s 2.200% senior notes due 2027, issued on February 21, 2020, the 2040 Notes form a single series with, and have the same terms as, the Company’s 3.150% senior notes due 2040, issued on February 21, 2020, and the 2050 Notes form a single series with, and have the same terms as, the Company’s 3.375% senior notes due 2050, issued on February 21, 2020. Net proceeds to the Company from the offering were approximately $ 4,034,736,618, after deducting underwriters’ discounts and estimated offering expenses payable by the Company, plus, in the case of the 2027 Notes, the 2040 Notes, and the 2050 Notes, interest deemed to have accrued from February 21, 2020 to, but excluding, the settlement date.

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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, the Existing Officer’s Certificate (including the forms of the 2027 Notes, the 2040 Notes and the 2050 Notes) included as Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed on February 21, 2020, and incorporated herein by reference, and the 2031 Notes Officer’s Certificate (including the form of the 2031 Notes) attached hereto as Exhibit 4.3 and incorporated herein by reference.

The 2027 Notes will pay interest at the rate of 2.200% per annum, the 2031 Notes will pay interest at the rate of 2.300% per annum, the 2040 Notes will pay interest at the rate of 3.150% per annum and the 2050 Notes will pay interest at the rate of 3.375% per annum, which, as to the 2027 Notes, the 2040 Notes and the 2050 Notes, shall be payable in cash semi-annually in arrears on February 21 and August 21 of each year, beginning on August 21, 2020, and as to the 2031 Notes, shall be payable in cash semi-annually in arrears on February 25 and August 25 of each year, beginning on February 25, 2021. The interest payment to be made with respect to the 2027 Notes, the 2040 Notes and the 2050 Notes on August 21, 2020 will include interest deemed to have accrued from and including February 21, 2020 to, but excluding, the settlement date. Such accrued interest was paid by the purchasers of the additional notes of each series on the settlement date. The 2027 Notes will mature on February 21, 2027, the 2031 Notes will mature on February 25, 2031, the 2040 Notes will mature on February 21, 2040 and the 2050 Notes will mature on February 21, 2050.

In the event of a change in control triggering event, as defined in the Officer’s Certificates, 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 Certificates and the Notes in this report are summaries and are qualified in their entirety by the terms of the Indenture, the Officer’s Certificates 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.