Pricing Agreement
Exhibit 99.2
EXECUTION VERSION
Barclays Capital Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
X.X. Xxxxxx Securities LLC
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
Xxx Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
and
Xxxxxx Xxxxxxx & Co. LLC
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
As Representatives of the several
Underwriters named in Schedule I hereto
March 5, 2015
Ladies and Gentlemen:
Xxxxxx Laboratories, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated March 5, 2015 (the “Underwriting Agreement”), between the Company and the Representatives of the several Underwriters to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 1 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed
to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 10 of the Underwriting Agreement and the address of the Representatives referred to in such Section 10 are set forth at the end of Schedule II hereto. The Permitted Free Writing Prospectuses relating to the Designated Securities are attached hereto as Schedule III.
An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.
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Very truly yours, | ||
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Xxxxxx Laboratories | ||
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By: |
/s/ Xxxxxx X. Xxxxx | |
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Name: |
Xxxxxx X. Xxxxx |
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Title: |
Vice President and Controller |
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Accepted as of the date hereof: | ||
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Barclays Capital Inc. | ||
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By: |
/s/ Xxxxxx Xxxxxxx |
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Director |
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On behalf of each of the Underwriters |
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Accepted as of the date hereof: | ||
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X.X. Xxxxxx Securities LLC | ||
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By: |
/s/ Xxxxxx Xxxxxxxxx |
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Vice President |
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On behalf of each of the Underwriters |
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Accepted as of the date hereof: | ||
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Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated | ||
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By: |
/s/ Xxxxxxx Xxxxxx |
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Co-head of BAML DCM |
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On behalf of each of the Underwriters |
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Accepted as of the date hereof: | ||
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Xxxxxx Xxxxxxx & Co. LLC | ||
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By: |
/s/ Yurij Slyz |
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On behalf of each of the Underwriters |
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SCHEDULE I
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Underwriter |
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Principal |
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Principal |
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Principal Amount |
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Barclays Capital Inc. |
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150,000,000 |
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150,000,000 |
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200,000,000 |
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X.X. Xxxxxx Securities LLC |
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150,000,000 |
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150,000,000 |
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200,000,000 |
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Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated |
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150,000,000 |
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150,000,000 |
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200,000,000 |
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Xxxxxx Xxxxxxx & Co. LLC |
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150,000,000 |
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150,000,000 |
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200,000,000 |
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BNP Paribas Securities Corp. |
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15,000,000 |
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15,000,000 |
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20,000,000 |
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Deutsche Bank Securities Inc. |
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15,000,000 |
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15,000,000 |
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20,000,000 |
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SG Americas Securities, LLC |
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15,000,000 |
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15,000,000 |
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20,000,000 |
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Mitsubishi UFJ Securities (USA), Inc. |
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15,000,000 |
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15,000,000 |
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20,000,000 |
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RBS Securities Inc. |
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15,000,000 |
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15,000,000 |
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20,000,000 |
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HSBC Securities (USA) Inc. |
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12,450,000 |
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12,450,000 |
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16,600,000 |
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Standard Chartered Bank |
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12,450,000 |
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12,450,000 |
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16,600,000 |
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Santander Investment Securities Inc. |
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12,450,000 |
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12,450,000 |
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16,600,000 |
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Xxxxxxx, Sachs & Co. |
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7,575,000 |
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7,575,000 |
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10,100,000 |
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The Xxxxxxxx Capital Group, L.P. |
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7,575,000 |
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7,575,000 |
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10,100,000 |
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BBVA Securities Inc. |
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3,750,000 |
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3,750,000 |
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5,000,000 |
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ING Financial Markets LLC |
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3,750,000 |
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3,750,000 |
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5,000,000 |
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Mizuho Securities USA Inc. |
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3,750,000 |
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3,750,000 |
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5,000,000 |
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RBC Capital Markets, LLC |
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3,750,000 |
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3,750,000 |
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5,000,000 |
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U.S. Bancorp Investments, Inc. |
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3,750,000 |
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3,750,000 |
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5,000,000 |
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Banca IMI S.p.A. |
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3,750,000 |
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3,750,000 |
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5,000,000 |
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Total |
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$ |
750,000,000 |
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$ |
750,000,000 |
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$ |
1,000,000,000 |
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SCHEDULE II-A
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Title of Notes: |
2.000% Notes due 2020 (the “2020 Notes”) |
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Aggregate principal amount: |
$750,000,000 |
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Pricing Effective Time: |
4:05 p.m., New York City time, March 5, 2015 |
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Price to Public: |
99.810% of the principal amount of the 2020 Notes, plus accrued interest from March 10, 2015. |
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Purchase Price by Underwriters: |
99.460% of the principal amount of the 2020 Notes, plus accrued interest from March 10, 2015. |
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Method of and specified funds for payment of purchase price: |
By wire transfer to a bank account specified by the Company in immediately available funds |
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Indenture: |
Indenture, to be dated as of March 10, 2015, between the Company and U.S. Bank National Association, as Trustee |
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Maturity: |
March 15, 2020 |
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Interest Rate: |
2.000% |
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Interest Payment Dates: |
Semiannually on March 15 and September 15, commencing September 15, 2015. |
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Redemption Provisions: |
As set forth in the Prospectus Supplement under “Description of Notes” |
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Sinking Fund Provisions: |
No sinking fund provisions |
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Defeasance provisions: |
Sections 13.2 and 13.3 of the Indenture shall be applicable to the 2020 Notes |
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Time of Delivery: |
March 10, 2015 |
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Closing Location for Delivery of Securities: |
The Depository Trust Company 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 |
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Names and addresses of Representatives: |
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Designated Representatives: |
Barclays Capital Inc. |
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Address for Notices, etc.: |
c/o |
SCHEDULE II-B
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Title of Notes: |
2.550% Notes due 2022 (the “2022 Notes”) |
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Aggregate principal amount: |
$750,000,000 |
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Pricing Effective Time: |
4:05 p.m., New York City time, March 5, 2015 |
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Price to Public: |
99.834% of the principal amount of the 2022 Notes, plus accrued interest from Xxxxx 00, 0000 |
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Xxxxxxxx Price by Underwriters: |
99.434% of the principal amount of the 2022 Notes, plus accrued interest from Xxxxx 00, 0000 |
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Xxxxxx of and specified funds for payment of purchase price: |
By wire transfer to a bank account specified by the Company in immediately available funds |
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Indenture: |
Indenture, to be dated as of March 10, 2015, between the Company and U.S. Bank National Association, as Trustee |
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Maturity: |
March 15, 2022 |
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Interest Rate: |
2.550% |
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Interest Payment Dates: |
Semiannually on March 15 and September 15, commencing September 15, 2015 |
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Redemption Provisions: |
As set forth in the Prospectus Supplement under “Description of Notes” |
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Sinking Fund Provisions: |
No sinking fund provisions |
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Defeasance provisions: |
Sections 13.2 and 13.3 of the Indenture shall be applicable to the 2022 Notes |
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Time of Delivery: |
March 10, 2015 |
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Closing Location for Delivery of Securities: |
The Depository Trust Company 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 |
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Names and addresses of Representatives: |
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Designated Representatives: |
Barclays Capital Inc. X.X. Xxxxxx Securities LLC Incorporated |
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Xxxxxx Xxxxxxx & Co LLC |
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Address for Notices, etc.: |
c/o |
SCHEDULE II-C
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Title of Notes: |
2.950% Notes due 2025 (the “2025 Notes”) |
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Aggregate principal amount: |
$1,000,000,000 |
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Pricing Effective Time: |
4:05 p.m., New York City time, March 5, 2015 |
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Price to Public: |
99.793% of the principal amount of the 2025 Notes, plus accrued interest from Xxxxx 00, 0000 |
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Xxxxxxxx Price by Underwriters: |
99.343% of the principal amount of the 2025 Notes, plus accrued interest from Xxxxx 00, 0000 |
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Xxxxxx of and specified funds for payment of purchase price: |
By wire transfer to a bank account specified by the Company in immediately available funds |
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Indenture: |
Indenture, to be dated as of March 10, 2015, between the Company and U.S. Bank National Association, as Trustee |
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Maturity: |
March 15, 2025 |
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Interest Rate: |
2.950% |
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Interest Payment Dates: |
Semiannually on March 15 and September 15, commencing September 15, 2015. |
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Redemption Provisions: |
As set forth in the Prospectus Supplement under “Description of Notes” |
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Sinking Fund Provisions: |
No sinking fund provisions |
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Defeasance provisions: |
Sections 13.2 and 13.3 of the Indenture shall be applicable to the 2025 Notes |
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Time of Delivery: |
March 10, 2015 |
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Closing Location for Delivery of Securities: |
The Depository Trust Company 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 |
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Names and addresses of Representatives: |
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Designated Representatives: |
Barclays Capital Inc. X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co LLC |
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Address for Notices, etc.: |
c/o Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Syndicate Registration Facsimile No.: (000) 000-0000 |
SCHEDULE III
1. Each term sheet set forth in the form of Schedule IV hereto.
SCHEDULE IV-A
FORM OF TERM SHEET
2.000% Notes due 2020
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Issuer: |
Xxxxxx Laboratories |
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Principal Amount: |
$750,000,000 |
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Coupon: |
2.000% |
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Maturity: |
March 15, 2020 |
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Price to Public: |
99.810% plus accrued interest, if any, from Xxxxx 00, 0000 |
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Xxxxx to maturity: |
2.040% |
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Benchmark Treasury: |
1.375% due February 29, 2020 |
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Spread to Benchmark Treasury: |
+48 bps |
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Treasury Price and Yield: |
99-033/4 / 1.560% |
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Coupon Dates: |
Semiannually on March 15 and September 15 |
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First Coupon: |
September 15, 2015 |
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Settlement Date: |
March 10, 2015 |
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Redemption Provisions: |
Abbott may redeem the notes, at any time in whole or from time to time in part, at a redemption price equal to the greater of (1) 100% of the principal amount of the notes being redeemed, or (2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the Treasury Yield plus 10 basis points, plus, in either case, accrued and unpaid interest, if any, to the redemption date on the principal amount of the notes being redeemed. |
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CUSIP: |
002824 AZ3 |
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Joint Bookrunning Managers: |
Barclays Capital Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated |
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X.X. Xxxxxx Securities LLC |
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Xxxxxx Xxxxxxx & Co. LLC BNP Paribas Securities Corp. |
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Senior Co-Manager: |
Deutsche Bank Securities Inc. SG Americas Securities, LLC Mitsubishi UFJ Securities (USA), Inc. RBS Securities Inc. |
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Co-Managers: |
HSBC Securities (USA) Inc. Standard Chartered Bank Santander Investment Securities Inc. Xxxxxxx, Sachs & Co. The Xxxxxxxx Capital Group, L.P. BBVA Securities Inc. ING Financial Markets LLC RBC Capital Markets, LLC U.S. Bancorp Investments, Inc. Banca IMI S.p.A. |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. at (000) 000-0000, X.X. Xxxxxx Securities LLC, collect, at (000) 000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, at 1-800-294-1322, or Xxxxxx Xxxxxxx & Co. LLC, toll-free at (000) 000-0000.
SCHEDULE IV-B
FORM OF TERM SHEET
2.550% Notes due 2022
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Issuer: |
Xxxxxx Laboratories |
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Principal Amount: |
$750,000,000 |
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Coupon: |
2.550% |
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Maturity: |
March 15, 2022 |
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Price to Public: |
99.834% plus accrued interest, if any, from Xxxxx 00, 0000 |
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Xxxxx to maturity: |
2.576% |
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Benchmark Treasury: |
1.750% due February 28, 2022 |
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Spread to Benchmark Treasury: |
+68 bps |
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Treasury Price and Yield: |
99.01+ / 1.896% |
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Coupon Dates: |
Semiannually on March 15 and September 15 |
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First Coupon: |
September 15, 2015 |
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Settlement Date: |
March 10, 2015 |
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Redemption Provisions: |
Abbott may redeem the notes, at any time in whole or from time to time in part, at a redemption price equal to the greater of (1) 100% of the principal amount of the notes being redeemed, or (2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the Treasury Yield plus 12.5 basis points, plus, in either case, accrued and unpaid interest, if any, to the redemption date on the principal amount of the notes being redeemed. |
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CUSIP: |
002824 BA7 |
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Joint Bookrunning Managers: |
Barclays Capital Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities LLC |
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Xxxxxx Xxxxxxx & Co. LLC SG Americas Securities, LLC |
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Senior Co-Manager: |
BNP Paribas Securities Corp. Deutsche Bank Securities Inc. Mitsubishi UFJ Securities (USA), Inc. RBS Securities Inc. |
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Co-Managers: |
HSBC Securities (USA) Inc. Standard Chartered Bank Santander Investment Securities Inc. Xxxxxxx, Sachs & Co. The Xxxxxxxx Capital Group, L.P. BBVA Securities Inc. ING Financial Markets LLC Mizuho Securities USA Inc. RBC Capital Markets, LLC U.S. Bancorp Investments, Inc. Banca IMI S.p.A. |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. at (000) 000-0000, X.X. Xxxxxx Securities LLC, collect, at (000) 000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, at 1-800-294-1322, or Xxxxxx Xxxxxxx & Co. LLC, toll-free at (000) 000-0000.
SCHEDULE IV-C
FORM OF TERM SHEET
2.950% Notes due 2025
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Issuer: |
Xxxxxx Laboratories |
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Principal Amount: |
$1,000,000,000 |
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Coupon: |
2.950% |
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Maturity: |
March 15, 2025 |
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Price to Public: |
99.793% plus accrued interest, if any, from Xxxxx 00, 0000 |
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Xxxxx to maturity: |
2.974% |
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Benchmark Treasury: |
2.000% due February 15, 2025 |
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Spread to Benchmark Treasury: |
+88 bps |
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Treasury Price and Yield: |
99-05 / 2.094% |
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Coupon Dates: |
Semiannually on March 15 and September 15 |
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First Coupon: |
September 15, 2015 |
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Settlement Date: |
March 10, 2015 |
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Redemption Provisions: |
Abbott may redeem the notes, at any time in whole or from time to time in part, at a redemption price equal to the greater of (1) 100% of the principal amount of the notes being redeemed, or (2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the Treasury Yield plus 15 basis points, plus, in either case, accrued and unpaid interest, if any, to the redemption date on the principal amount of the notes being redeemed.
Notwithstanding the foregoing, if the notes are redeemed on or after December 15, 2024, the redemption price will be 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest, if any, to the redemption date on the principal |
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amount of the notes being redeemed. |
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CUSIP: |
002824 BB5 |
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Joint Bookrunning Managers: |
Barclays Capital Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC Deutsche Bank Securities Inc. |
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Senior Co-Manager: |
BNP Paribas Securities Corp. SG Americas Securities, LLC Mitsubishi UFJ Securities (USA), Inc. RBS Securities Inc. |
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Co-Managers: |
HSBC Securities (USA) Inc. Standard Chartered Bank Santander Investment Securities Inc. Xxxxxxx, Sachs & Co. The Xxxxxxxx Capital Group, L.P. BBVA Securities Inc. ING Financial Markets LLC Mizuho Securities USA Inc. RBC Capital Markets, LLC U.S. Bancorp Investments, Inc. Banca IMI S.p.A. |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. at (000) 000-0000, X.X. Xxxxxx Securities LLC, collect, at (000) 000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, at 1-800-294-1322, or Xxxxxx Xxxxxxx & Co. LLC, toll-free at (000) 000-0000.
