Notes Offering
On February 14, 2024, Parent announced that it priced a public offering (the “Notes Offering”) of senior unsecured notes in a combined aggregate principal amount of $13 billion (collectively, the “Notes”). The Notes will be issued in nine tranches: (i) $500,000,000 in aggregate principal amount of floating rate notes due 2026, (ii) $1,000,000,000 in aggregate principal amount of 4.950% notes due 2026, (iii) $1,000,000,000 in aggregate principal amount of 4.900% notes due 2027, (iv) $1,750,000,000 in aggregate principal amount of 4.900% notes due 2029, (v) $1,250,000,000 in aggregate principal amount of 5.100% notes due 2031, (vi) $2,500,000,000 in aggregate principal amount of 5.200% notes due 2034 (the “2034 Notes”), (vii) $500,000,000 in aggregate principal amount of 5.500% notes due 2044 (the “2044 Notes”), (viii) $2,750,000,000 in aggregate principal amount of 5.550% notes due 2054 (the “2054 Notes”) and (ix) $1,750,000,000 in aggregate principal amount of 5.650% notes due 2064 (the “2064 Notes”). Parent expects the closing of the Notes Offering to occur on February 22, 2024, subject to the satisfaction of customary closing conditions.
Parent intends to use a portion of the net proceeds of the Notes Offering to fund the cash consideration payable in connection with the Offer and the Merger and Parent’s previously announced proposed acquisition of Karuna Therapeutics, Inc. (“Karuna”) (together with Offer and the Merger, the “Acquisitions”) and the fees and expenses in connection therewith. The Notes Offering is not conditioned upon the consummation of the Acquisitions. However, the Notes (other than the 2034 Notes, the 2044 Notes, the 2054 Notes and the 2064 Notes) are subject to mandatory redemption if Parent’s acquisition of Karuna is not completed within a specified timeframe.
The foregoing description of the Notes Offering does not constitute an offer to sell or the solicitation of an offer to buy any of the Notes or any other securities, nor will there be any sale of the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.”
The information set forth in the first paragraph on page 47 of the Offer to Purchase under the heading Section 15—“Conditions to the Offer” is hereby amended by deleting the existing paragraph and replacing it with the following:
“Except for the Minimum Condition or the Regulatory Condition (which may only be waived with the prior written consent of RayzeBio), the foregoing conditions may be waived by Parent or Purchaser in whole or in part in the sole discretion of Parent or Purchaser, subject in each case to the terms of the Merger Agreement and applicable law. Any reference in this Section 15 or in the Merger Agreement to a condition or requirement being satisfied will be deemed to be satisfied if such condition or requirement is so waived. The failure by Parent, Purchaser or any other affiliate of Parent to exercise any of the foregoing rights will not be deemed a waiver of any such right, the waiver of any such right with respect to particular facts and circumstances will not be deemed a waiver of such right with respect to any other facts and circumstances and each such right will be deemed an ongoing right. If either Parent or Purchaser waives a material condition of the Offer, such party will promptly disseminate such waiver to RayzeBio stockholders in a manner reasonably designed to inform them of such waiver and extend the Offer if and to the extent required by applicable Exchange Act rules or otherwise.”
The information set forth in the first paragraph in Section 18—“Miscellaneous” on page 50 of the Offer to Purchase is hereby amended by deleting the existing paragraph and replacing it with the following:
“The Offer is being made to all holders of Shares. We are not aware of any jurisdiction in which the making of the Offer or the acceptance thereof would be prohibited by securities, “blue sky” or other valid laws of such jurisdiction. If we become aware of any U.S. state in which the making of the Offer or the acceptance of Shares pursuant thereto would not be in compliance with an administrative or judicial action taken pursuant to a U.S. state statute, we will make a good faith effort to comply with any such law. If, after such good faith effort, we cannot comply with any such law, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares in such state. In any jurisdictions where the applicable laws require that the Offer be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Purchaser.”