Pricing Agreement
Exhibit 99.2
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ABN AMRO Incorporated |
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Banc of America Securities LLC |
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X.X. Xxxxxx Securities Inc. |
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Xxxxxx Xxxxxxx & Co. Incorporated |
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As Representative of the several |
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Underwriters named in Schedule I hereto |
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c/o |
ABN AMRO Incorporated |
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00 Xxxx 00xx Xxxxxx |
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0xx Xxxxx |
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Xxx Xxxx, Xxx Xxxx 00000 |
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May 9, 2006
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 May 9, 2006 (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 5.375% Notes due May 15, 2009 (the “Notes due 2009”) specified in Schedule II-A hereto, the 5.600% Notes due May 15, 2011 (the “Notes due 2011”) specified in Schedule II-B hereto and the 5.875% Notes due May 15, 2016 (the “Notes due 2016”) specified in Schedule II-C hereto (collectively, 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-A,
Schedule II-B and Schedule II-C hereto. The Permitted Free Writing Prospectuses relating to the Designated Securities are attached hereto as Schedule III-A, Schedule III-B and Schedule III-C.
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-A, Schedule II-B and Schedule II-C 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 eight 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: |
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/s/ Xxxxxx X. Xxxxx |
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Name: |
Xxxxxx X. Xxxxx |
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Title: |
Vice President and Treasurer |
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Accepted as of the date hereof: |
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ABN AMRO Incorporated |
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By: |
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/s/ Xxxx Xxxxxx |
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Name: |
Xxxx Xxxxxx |
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Title: |
Managing Director |
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On behalf of each of the Underwriters |
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SCHEDULE I
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Underwriters: |
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Principal |
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Principal |
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Principal |
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ABN AMRO Incorporated |
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$ |
129,999,950 |
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$ |
389,999,850 |
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$ |
519,999,800 |
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Banc of America Securities LLC |
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$ |
90,000,000 |
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$ |
270,000,000 |
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$ |
360,000,000 |
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X.X. Xxxxxx Securities Inc. |
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$ |
90,000,000 |
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$ |
270,000,000 |
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$ |
360,000,000 |
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Xxxxxx Xxxxxxx & Co. Incorporated |
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$ |
90,000,000 |
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$ |
270,000,000 |
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$ |
360,000,000 |
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Citigroup Global Markets Inc. |
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$ |
17,043,950 |
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$ |
51,131,850 |
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$ |
68,175,800 |
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BNP Paribas Securities Corp |
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$ |
13,049,250 |
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$ |
39,147,750 |
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$ |
52,197,000 |
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Wachovia Capital Markets, LLC |
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$ |
13,049,250 |
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$ |
39,147,750 |
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$ |
52,197,000 |
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Mitsubishi UFJ Securities International plc |
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$ |
10,652,450 |
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$ |
31,957,350 |
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$ |
42,609,800 |
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SG Americas Securities, LLC |
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$ |
10,652,450 |
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$ |
31,957,350 |
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$ |
42,609,800 |
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The Xxxxxxxx Capital Group, L.P. |
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$ |
7,641,500 |
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$ |
22,924,500 |
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$ |
30,566,000 |
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Banca Caboto S.p.A. |
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$ |
6,141,500 |
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$ |
18,424,500 |
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$ |
24,566,000 |
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Xxxxxx Xxxxxx Corp. |
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$ |
6,141,500 |
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$ |
18,424,500 |
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$ |
24,566,000 |
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Deutsche Bank Securities Inc. |
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$ |
6,141,500 |
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$ |
18,424,500 |
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$ |
24,566,000 |
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Xxxxxxx, Sachs & Co. |
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$ |
6,141,500 |
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$ |
18,424,500 |
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$ |
24,566,000 |
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Standard Chartered Bank |
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$ |
3,345,200 |
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$ |
10,035,600 |
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$ |
13,380,800 |
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Total |
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$ |
500,000,000 |
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$ |
1,500,000,000 |
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$ |
2,000,000,000 |
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SCHEDULE II-A
Title of Notes due 2009:
5.375% Notes due May 15, 2009
Aggregate principal amount:
$500,000,000
Pricing Effective Time:
3:50 p.m., New York City time, May 9, 2006
Price to Public:
99.750% of the principal amount of the Notes due 2009, plus accrued interest, if any from May 12, 2006
Purchase Price by Underwriters:
99.500% of the principal amount of the Notes due 2009, plus accrued interest, if any from May 12, 2006
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
Indenture:
Indenture, dated as of February 9, 2001, as supplemented by a supplemental indenture, dated as of February 27, 2006, between the Company and X.X. Xxxxxx Trust Company, National Association (as successor to Bank One Trust Company, N.A.), as Trustee
Maturity:
May 15, 2009
Interest Rate:
5.375%
Interest Payment Dates:
Semiannually on May 15 and November 15, commencing November 15, 2006
Redemption Provisions:
As set forth in the Prospectus Supplement under “Description of Notes”
Sinking Fund Provisions:
No sinking fund provisions
Defeasance provisions:
Sections 13.2 and 13.3 of the Indenture shall be applicable to the Notes due 2009
Time of Delivery:
May 12, 2006
Closing Location for Delivery of Securities:
The Depository Trust Company
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Names and addresses of Representatives:
Designated Representatives:
ABN AMRO Incorporated
Address for Notices, etc.:
ABN AMRO Incorporated
00 Xxxx 00xx Xxxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
SCHEDULE II-B
Title of Notes due 2011:
5.600% Notes due May 15, 2011
Aggregate principal amount:
$1,500,000,000
Pricing Effective Time:
3:50 p.m., New York City time, May 9, 2006
Price to Public:
99.935% of the principal amount of the Notes due 2011, plus accrued interest, if any from May 12, 2006
Purchase Price by Underwriters:
99.585% of the principal amount of the Notes due 2011, plus accrued interest, if any from May 12, 2006
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
Indenture:
Indenture, dated as of February 9, 2001, as supplemented by a supplemental indenture, dated as of February 27, 2006, between the Company and X.X. Xxxxxx Trust Company, National Association (as successor to Bank One Trust Company, N.A.), as Trustee
Maturity:
May 15, 2011
Interest Rate:
5.600%
Interest Payment Dates:
Semiannually on May 15 and November 15, commencing November 15, 2006
Redemption Provisions:
As set forth in the Prospectus Supplement under “Description of Notes”
Sinking Fund Provisions:
No sinking fund provisions
Defeasance provisions:
Sections 13.2 and 13.3 of the Indenture shall be applicable to the Notes due 2011
Time of Delivery:
May 12, 2006
Closing Location for Delivery of Securities:
The Depository Trust Company
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Names and addresses of Representatives:
Designated Representatives:
ABN AMRO Incorporated
Address for Notices, etc.:
ABN AMRO Incorporated
00 Xxxx 00xx Xxxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
SCHEDULE II-C
Title of Notes due 2016:
5.875% Notes due May 15, 2016
Aggregate principal amount:
$2,000,000,000
Pricing Effective Time:
3:50 p.m., New York City time, May 9, 2006
Price to Public:
99.910% of the principal amount of the Notes due 2016, plus accrued interest, if any from May 12, 2006
Purchase Price by Underwriters:
99.460% of the principal amount of the Notes due 2016, plus accrued interest, if any from May 12, 2006
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
Indenture:
Indenture, dated as of February 9, 2001, as supplemented by a supplemental indenture, dated as of February 27, 2006, between the Company and X.X. Xxxxxx Trust Company, National Association (as successor to Bank One Trust Company, N.A.), as Trustee
Maturity:
May 15, 2016
Interest Rate:
5.875%
Interest Payment Dates:
Semiannually on May 15 and November 15, commencing November 15, 2006
Redemption Provisions:
As set forth in the Prospectus Supplement under “Description of Notes”
Sinking Fund Provisions:
No sinking fund provisions
Defeasance provisions:
Sections 13.2 and 13.3 of the Indenture shall be applicable to the Notes due 2016
Time of Delivery:
May 12, 2006
Closing Location for Delivery of Securities:
The Depository Trust Company
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Names and addresses of Representatives:
Designated Representatives:
ABN AMRO Incorporated
Address for Notices, etc.:
ABN AMRO Incorporated
00 Xxxx 00xx Xxxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
SCHEDULE III-A
FINAL TERM SHEET
5.375% NOTES DUE 2009
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Issuer: |
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Xxxxxx Laboratories |
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Size: |
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$500,000,000 |
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Security Type: |
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5.375% Notes due 2009 |
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Coupon: |
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5.375% |
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Maturity: |
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May 15, 2009 |
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Price: |
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99.750% |
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Yield: |
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5.466% |
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Spread: |
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Plus 0.48% |
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Benchmark Treasury: |
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4.500% due February 15, 2009 |
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Treasury Spot: |
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4.986% |
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Coupon Dates: |
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Semiannually on May 15 and November 15 |
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First Coupon: |
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November 15, 2006 |
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Settlement: |
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May 12, 2006 |
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Redemption Provisions: |
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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: |
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002824 AR 1 |
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Joint Bookrunning Managers: |
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ABN AMRO Incorporated |
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Senior Co-Managers: |
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Citigroup |
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Co-Managers: |
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Mitsubishi UFJ Securities |
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
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 toll-free 0-000-000-0000.
SCHEDULE III-B
FINAL TERM SHEET
5.600% NOTES DUE 2011
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Issuer: |
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Xxxxxx Laboratories |
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Size: |
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$1,500,000,000 |
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Security Type: |
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5.600% Notes due 2011 |
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Coupon: |
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5.600% |
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Maturity: |
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May 15, 2011 |
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Price: |
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99.935% |
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Yield: |
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5.615% |
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Spread: |
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Plus 0.60% |
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Benchmark Treasury: |
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4.875% due April 30, 2011 |
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Treasury Spot: |
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5.015% |
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Coupon Dates: |
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Semiannually on May 15 and November 15 |
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First Coupon: |
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November 15, 2006 |
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Settlement: |
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May 12, 2006 |
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Redemption Provisions: |
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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: |
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002824 AS 9 |
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Joint Bookrunning Managers: |
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ABN AMRO Incorporated |
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Senior Co-Managers: |
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Citigroup |
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Co-Managers: |
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Mitsubishi UFJ Securities |
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
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 toll-free 0-000-000-0000.
SCHEDULE III-C
FINAL TERM SHEET
5.875% NOTES DUE 2016
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Issuer: |
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Xxxxxx Laboratories |
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Size: |
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$2,000,000,000 |
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Security Type: |
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5.875% Notes due 2016 |
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Coupon: |
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5.875% |
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Maturity: |
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May 15, 2016 |
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Price: |
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99.910% |
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Yield: |
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5.887% |
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Spread: |
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Plus 0.76% |
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Benchmark Treasury: |
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4.500% due February 15, 2016 |
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Treasury Spot: |
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5.127% |
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Coupon Dates: |
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Semiannually on May 15 and November 15 |
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First Coupon: |
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November 15, 2006 |
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Settlement: |
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May 12, 2006 |
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Redemption Provisions: |
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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. |
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CUSIP: |
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002824 AT 7 |
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Joint Bookrunning Managers: |
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ABN AMRO Incorporated |
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Senior Co-Managers: |
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Citigroup |
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Co-Managers: |
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Mitsubishi UFJ Securities |
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
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 toll-free 0-000-000-0000.
