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AMGN > SEC Filings for AMGN > Form 8-K on 20-Sep-2013All Recent SEC Filings

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Form 8-K for AMGEN INC


20-Sep-2013

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation o


Item 1.01. Entry into a Material Definitive Agreement.

On September 20, 2013 (the "Effective Date") we entered into a 5-year term loan facility credit agreement with Bank of America, N.A., as administrative agent, the banks party thereto and the other agents and arrangers party thereto, providing for a total of $5.0 billion in senior unsecured term loans. Proceeds of the senior unsecured term loans under the term loan facility credit agreement are to be used along with other available funds (i) to finance the acquisition by the Company of Onyx Pharmaceuticals, Inc. (the date of consummation of such acquisition, the "Closing Date") and (ii) to pay fees and expenses incurred in connection therewith. The senior unsecured term loans under the term loan facility credit agreement are subject to quarterly amortization equal to 2.5% of the original aggregate principal amount thereof and the remaining principal balance will mature, and be payable in full, on the fifth anniversary of the Closing Date.

The senior unsecured term loans under the term loan facility credit agreement will bear interest at an annual rate of, at our option, either (i) the applicable LIBOR rate plus between 0.750% and 1.625%, depending on the rating of our senior long-term unsecured debt or (ii) the highest of (A) Bank of America, N.A.'s publicly announced "prime rate", (B) the overnight federal funds rate plus 0.50% and (C) one month LIBOR plus 1.00% (such highest rate, the "base rate"), plus between 0.000% and 0.625%, depending on the rating of our senior long-term unsecured debt. Based on our current ratings (A with Standard & Poor's Ratings Services; Baa1 with Moody's Investors Service, Inc.), as of the Effective Date senior unsecured term loans under the term loan facility credit agreement will bear interest at an annual rate of, at our option, the applicable LIBOR rate plus 1.00% or the base rate.

The term loan facility credit agreement contains customary affirmative and negative covenants, including limitations on mergers, consolidations and sales of assets, limitations on liens and sales and leasebacks, limitations on transactions with affiliates and limitations on subsidiary indebtedness as well as other customary terms and provisions, including the right to repay the senior unsecured term loans under the term loan facility credit agreement at any time without premium or penalty. In addition, the term loan facility credit agreement contains a maximum ratio of total debt to the sum of net worth and total debt, each on a consolidated basis.

The description of the term loan facility credit agreement above does not purport to be complete and is qualified in its entirety by reference to the term loan facility credit agreement, which is filed as an exhibit to this report.



Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information regarding the financing transaction set forth in Item 1.01 is incorporated herein by reference in its entirety.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                             Document Description

10.1              Term Loan Facility Credit Agreement, dated as of September 20,
                  2013, among Amgen Inc., the Banks therein named, Bank of America,
                  N.A, as Administrative Agent, and Barclays Bank PLC and JPMorgan
                  Chase Bank, N.A., as Syndication Agents.


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