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Get filing alertsEli Lilly completes $9B debt offering to fund Centessa acquisition
Filed May 20, 2026 · Period ending May 20, 2026 · ~1 min read
Key Changes
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Issued $9B across eight note series (maturities 2028–2066, coupons 4.15%–5.70%) to finance pending Centessa acquisition, netting ~$8.94B after fees.
Item 8.01 verify on EDGAR → -
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Five Centessa Mandatorily Redeemable series (2029 Floating Rate Notes $500M; 2029 Notes $750M; 2031 Notes $1.5B; 2033 Notes $1.25B; 2036 Notes $1.5B) must be redeemed at 101% of par plus accrued interest if the deal is not consummated within five business days after March 31, 2027 (or a later Outside Date) or Lilly abandons it.
Item 8.01 verify on EDGAR → -
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Floating Rate Notes due 2028 ($750M) and 2029 ($500M) price at Compounded SOFR plus 35–46 basis points, reset quarterly; fixed-rate notes carry coupons from 4.15% to 5.70%.
Item 8.01 verify on EDGAR →
Summary
Eli Lilly closed a $9 billion debt offering across eight note series to fund its pending acquisition of Centessa Pharmaceuticals. The offering includes Floating Rate Notes due 2028 ($750 million) and due 2029 ($500 million), plus six fixed-rate series with coupons ranging from 4.15% to 5.70%, maturing between 2029 and 2066. Net proceeds after underwriting discounts were approximately $8.94 billion.
Five series—the 2029 Floating Rate Notes, the 2029 Notes, the 2031 Notes, the 2033 Notes, and the 2036 Notes (principal amounts $500 million, $750 million, $1.5 billion, $1.25 billion, and $1.5 billion)—carry a mandatory redemption provision tied to the Centessa acquisition.
If the deal is not consummated on or prior to five business days after March 31, 2027 (or a later agreed Outside Date), or if Lilly abandons the transaction, the company must redeem those notes at 101% of par plus accrued interest. This structure protects investors financing the acquisition by requiring repayment at a premium if the deal rationale disappears. The 2028 Floating Rate Notes and the two longest-dated series (2056 and 2066) are not subject to mandatory redemption. Shareholders should monitor whether the Centessa transaction closes as planned; failure would trigger mandatory redemption of those five series and leave Lilly with incremental debt but no acquisition to show for it.
Section-by-Section Diff
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On May 20, 2026, Eli Lilly and Company (the “Company”) completed its offering of $750,000,000 aggregate principal amount of its Floating Rate Notes due 2028 (the “2028 Floating Rate Notes”), $500,000,000 aggregate principal amount of its Floating Rate Notes due 2029 (the “2029 Floating Rate Notes” and, together with the 2028 Floating Rate Notes, the “Floating Rate Notes”), $750,000,000 aggregate principal amount of its 4.150% Notes due 2029 (the “2029 Notes”), $1,500,000,000 aggregate principal amount of its 4.375% Notes due 2031 (the “2031 Notes”), $1,250,000,000 aggregate principal amount of its 4.650% Notes due 2033 (the “2033 Notes”), $1,500,000,000 aggregate principal amount of its 4.850% Notes due 2036 (the “2036 Notes”), $1,750,000,000 aggregate principal amount of its 5.600% Notes due 2056 (the “2056 Notes”) and $1,000,000,000 aggregate principal amount of its 5.700% Notes due 2066
Eli Lilly completed a $9 billion debt offering across eight note series with maturities ranging from 2028 to 2066. The offering includes Floating Rate Notes due 2028 ($750 million) and due 2029 ($500 million), plus six fixed-rate series with coupons from 4.150% to 5.700%. Net proceeds after underwriting discounts were approximately $8.94 billion.
Added in current filing · verify on EDGAR →
The Floating Rate Notes accrue interest at a floating rate, reset and payable quarterly, equal to Compounded SOFR (as defined in the accompanying form of officers’ certificate relating to the Floating Rate Notes) plus 0.350% (for the 2028 Floating Rate Notes) or 0.460% (for the 2029 Floating Rate Notes).
The floating-rate notes price at Compounded SOFR plus 35 basis points for the 2028 series and SOFR plus 46 basis points for the 2029 series, with interest reset and paid quarterly. These spreads reflect Lilly's strong credit profile and current market conditions for investment-grade pharmaceutical issuers.
Added in current filing · verify on EDGAR →
In the event that (x) the Centessa Acquisition (as defined in the applicable Notes) is not consummated on or prior to the date that is five (5) business days after the later of (i) March 31, 2027 or (ii) any later date as the parties to the Centessa Agreement (as defined in the applicable Notes) may agree as the “Outside Date” thereunder or (y) the Company notifies the trustee in writing that it will not pursue the consummation of the Centessa Acquisition, the Company will be required to redeem the 2029 Floating Rate Notes, the 2029 Notes, the 2031 Notes, the 2033 Notes and the 2036 Notes (collectively, the “Centessa Mandatorily Redeemable Notes”) then outstanding (such redemption, the “Centessa Special Mandatory Redemption”) at a redemption price equal to 101% of the principal amount of such Centessa Mandatorily Redeemable Notes plus accrued and unpaid interest, if any, to, but excluding, the mandatory redemption date.
Under the Centessa Special Mandatory Redemption, five mid-dated series (2029 Floating Rate through 2036 Notes) redeem at 101% of principal plus accrued interest if the acquisition is not consummated on or prior to five business days after the later of March 31, 2027 or any later agreed Outside Date, or if Lilly notifies the trustee it will not pursue the deal. Excluded from that basket: the 2028 Floating Rate Notes ($750 million) and the long-dated 2056 Notes ($1.75 billion) and 2066 Notes ($1.0 billion).
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 27, 2026 · How we verify