Business Context and Reporting Period
This Form 8-K Current Report, dated May 20, 2026, details a significant capital raising event by Eli Lilly and Company. The filing reports the completion of a multi-tranche debt offering to raise funds for corporate purposes, including potential acquisition financing.
Key Financial Metrics and Debt Issuance
The Company completed an offering of various Fixed Rate and Floating Rate Notes. The aggregate principal amount raised was $10.0 billion, with net proceeds to the Company of approximately $8.94 billion after underwriting discounts but before offering expenses.
| Note Series | Principal Amount | Interest Rate / Terms | Maturity Date |
|---|---|---|---|
| Floating Rate Notes | $750 million | Compounded SOFR + 0.350% | May 2028 |
| Floating Rate Notes | $500 million | Compounded SOFR + 0.460% | May 2029 |
| Fixed Rate Notes | $750 million | 4.150% | May 2029 |
| Fixed Rate Notes | $1.5 billion | 4.375% | May 2031 |
| Fixed Rate Notes | $1.25 billion | 4.650% | May 2033 |
| Fixed Rate Notes | $1.5 billion | 4.850% | May 2036 |
| Fixed Rate Notes | $1.75 billion | 5.600% | May 2056 |
| Fixed Rate Notes | $1.0 billion | 5.700% | May 2066 |
Note: This filing does not provide current revenue, profit, cash flow, or margin data as it is a transaction-specific report rather than a periodic financial statement.
Material Changes and Contingencies
A material feature of this offering is the Centessa Special Mandatory Redemption provision. Certain notes (the 2029 Floating Rate Notes, 2029 Fixed Notes, 2031 Notes, 2033 Notes, and 2036 Notes) are subject to mandatory redemption if the "Centessa Acquisition" is not consummated by the "Outside Date" (initially set as five business days after March 31, 2027, or a later agreed date).
- Redemption Trigger: Failure to complete the Centessa Acquisition or a written notice from the Company that it will not pursue the acquisition.
- Redemption Price: 101% of the principal amount plus accrued and unpaid interest.
- Excluded Notes: The 2028 Floating Rate Notes, 2056 Notes, and 2066 Notes are not subject to this mandatory redemption.
Outlook and Management Commentary
The filing indicates the Company's intent to utilize the proceeds for general corporate purposes, with a specific structural link to the potential Centessa Acquisition. The underwriting agreement was executed with Morgan Stanley, Citigroup, Deutsche Bank, and Goldman Sachs. The Company retains the option to redeem the Fixed Rate Notes prior to maturity at specified redemption prices, subject to the terms of the Indenture.
Investor Verification Checklist
- Acquisition Status: Verify the current status and timeline of the "Centessa Acquisition" to assess the risk of the mandatory redemption of the 2029-2036 notes.
- Interest Rate Exposure: Review the impact of the floating rate notes (tied to SOFR) on future interest expense given current and projected interest rate environments.
- Debt Maturity Profile: Analyze the new debt maturity schedule, noting the significant long-term liabilities extending to 2066.
- Use of Proceeds: Confirm how the $8.94 billion in net proceeds will be allocated between the acquisition and other corporate needs.