EX-4.5 4 a12-21188_7ex4d5.htm EX-4.5

Exhibit 4.5

 

NOVARTIS CAPITAL CORPORATION

 

Officer’s Certificate

 

I, Kenneth P. Schuster, being Vice President and Treasurer of Novartis Capital Corporation (the “Company”), a Delaware corporation, pursuant to the resolutions duly adopted by the Board of Directors of the Company on September 10, 2012, hereby determine as follows that:

 

1.             The initial issuances of the series of guaranteed debt securities entitled 2.400% Notes due 2022 (the “2022 Notes”) and 3.700% Notes due 2042 (the “2042 Notes” and, together with the 2022 Notes, the “Notes”) established under the Indenture, dated as of February 10, 2009, among the Company, Novartis Finance S.A. and Novartis Securities Investment Ltd., as issuers, Novartis AG, as guarantor (the “Guarantor’) and HSBC Bank USA, National Association, as Trustee (the “Indenture”; capitalized terms used and not otherwise defined herein have the meanings assigned to them in the Indenture), which may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.7, 2.8 or 2.9 of the Indenture) represent $1,500,000,000 aggregate principal amount of 2022 Notes and $500,000,000 aggregate principal amount of 2042 Notes.

 

2.             The Company may, from time to time, without the consent of the Holders of the Notes, increase the principal amount of the Notes by issuing additional Notes in the future with the same terms and conditions as the Notes in all respects, except for any differences in the issue date, issue price and first payment of interest thereon, and with the same CUSIP number as the Notes. The Notes and any additional Notes shall rank equally and ratably and shall be treated as a single series for all purposes under the Indenture. The Company will not issue any additional Notes unless such additional Notes have no more than a de minimis amount of original issue discount or such issuance would constitute a “qualified reopening” for U.S. federal income tax purposes.

 

3.             The principal amount of each of the Notes is payable on September 21, 2022 or September 21, 2042 (as relevant) (unless the Notes are redeemed before that date, in which case principal will be payable on the date fixed for redemption).

 

4.             The interest payment dates (the “Interest Payment Dates”) on which interest on the Notes shall be payable are March 21 and September 21 of each year, commencing on March 21, 2013.

 

5.             The 2022 Notes will bear interest at a rate of 2.400% per annum and the 2042 Notes will bear interest at a rate of 3.700% per annum.

 

6.             The date from which interest shall accrue for each Note is September 21, 2012 (or the most recent Interest Payment Date on which interest has been paid or duly provided for).

 


 

7.             The Record Date for interest payable on the Notes shall be the March 6 or September 6, as the case may be, next preceding the Interest Payment Date.

 

8.             The Company may redeem the Notes, in each case in whole or in part, at its option at any time and from time to time at a redemption price equal to the greater of (i) 100% of the Principal of the Notes to be redeemed on the relevant redemption date; and (ii) as determined by the Quotation Agent (as defined in the forms of the Notes attached hereto as Annex A), the sum of the present values of the Remaining Scheduled Payments (as defined in the forms of the Notes attached hereto as Annex A), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the forms of the Notes attached hereto as Annex A), plus 0.100% in the case of the 2022 Notes and 0.125% in the case of the 2042 Notes, plus, in each case, accrued and unpaid interest thereon, but excluding, the date of redemption.  Notice of any such redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder of the Notes to be redeemed. Notice of redemption will be published in a daily newspaper of general circulation in the United States, and the Company will give notice of any such redemption to any exchange on which the Notes are listed. On and after any redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption. On or before the redemption date, we will deposit with a Paying Agent (or the Trustee) money sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed on that date.  If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by lot by DTC, in the case of Notes represented by a global security, or by the Trustee by such method as the Trustee deems to be fair and appropriate, in the case of Notes that are not represented by a global security.

 

9.             In the event of changes in withholding taxes applicable to payments of interest on the Notes in Switzerland, the United States or any other Relevant Taxing Jurisdiction, the Company may redeem the notes in whole (but not in part) as set forth in the forms of the Notes attached hereto as Annex A.

 

10.           There is no obligation of the Company to redeem or purchase Notes pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof.

 

11.           The Notes are issued in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.

 

12.           Additional Amounts are payable by the Company or the Guarantor, as applicable, as set forth in Section 4.5 of the Indenture, except that no Additional Amounts will be payable with respect to Taxes for or on account of any withholding or deduction imposed under Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, any U.S. Treasury Regulations or other guidance issued or agreements entered into thereunder, any official written interpretations thereof or any law implementing an intergovernmental approach thereto.

 

13.           The Notes are issued in registered form only. Individual certificates in respect of the Notes will not be issued except in very limited circumstances.

 


 

14.           Instead of the Events of Default set forth in Section 7.1 of the Indenture, an Event of Default with respect to the Notes will mean only any one of the events set forth in the forms of the Notes attached hereto as Annex A

 

15.           The Notes will be guaranteed as set forth in the forms of Notes attached hereto as Annex A.

 

16.           The applicable CUSIP number for the Notes is 66989HAE8 for the 2022 Notes and 66989HAF5 for the 2042 Notes.

 

17.           The form and terms of the Terms Agreement (including the Underwriting Agreement included as Annex A therein), dated September 18, 2012 among the Company, the Guarantor, and J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein (the “Terms Agreement”), which is attached hereto as Annex B, is hereby approved.

 

18.           The Notes are being sold to the underwriters at the price and upon the terms set forth in the Terms Agreement.

 

19.           The Notes and the guarantees shall be in the form attached hereto as Annex A.

 


 

IN WITNESS WHEREOF, I have hereunto signed my name.

 

Dated: September 21, 2012

 

 

 

NOVARTIS CAPITAL CORPORATION

 

 

 

 

 

By:

 

/s/ Kenneth P. Schuster

 

Name: Kenneth P. Schuster

 

Title:   Vice President and Treasurer

 

 

Novartis Capital Corporation Officer’s Certificate

 


 

ANNEX A

 

Forms of Notes

 

Incorporated by reference to Exhibits 4.3 and 4.4. to this Post-Effective Amendment No. 1 to Form F-3 (file no. 333-183955) filed with the SEC on September 21, 2012

 


 

ANNEX B

 

Form of Terms Agreement

 

Incorporated by reference to Exhibit 1.1 to Form F-3 (file no. 333-183955) filed with the SEC on September 18, 2012