UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 20, 2013
Merck & Co., Inc.
(Exact Name of Registrant as Specified in Its Charter)
New Jersey
(State or Other Jurisdiction of Incorporation)
1-6571 |
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22-1918501 |
(Commission File Number) |
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(I.R.S. Employer Identification No.) |
One Merck Drive, PO Box 100, |
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Whitehouse Station, NJ |
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08889-0100 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants Telephone Number, Including Area Code (908) 423-1000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On May 20, 2013, Merck & Co., Inc. (the Company) closed an underwritten public offering of $1,000,000,000 aggregate principal amount of 0.700% Notes due 2016 (the 2016 Fixed Rate Notes), $500,000,000 aggregate principal amount of Floating Rate Notes due 2016 (the 2016 Floating Rate Notes), $1,000,000,000 aggregate principal amount of 1.300% Notes due 2018 (the 2018 Fixed Rate Notes), $1,000,000,000 aggregate principal amount of Floating Rate Notes due 2018 (the 2018 Floating Rate Notes), $1,750,000,000 aggregate principal amount of 2.800% Notes due 2023 (the 2023 Notes) and $1,250,000,000 aggregate principal amount of 4.150% Notes due 2043 (the 2043 Notes and, together with the 2016 Fixed Rate Notes, the 2016 Floating Rate Notes, the 2018 Fixed Rate Notes, the 2018 Floating Rate Notes and the 2023 Notes, collectively, the Notes) under the Companys Registration Statement on Form S-3 (Registration No. 333-185248).
The Notes are being issued under an indenture dated as of January 6, 2010, between the Company and U.S. Bank Trust National Association, as trustee, a copy of which was attached as Exhibit 4.1 to the Companys Current Report on Form 8-K previously filed with the Securities and Exchange Commission on December 10, 2010 and is incorporated herein by reference. Copies of the officers certificate for each series of the Notes (including forms of each of the respective Notes attached thereto) pursuant to Section 301 of the indenture governing the Notes are attached hereto as exhibits 4.1, 4.2, 4.3, 4.4, 4.5 and 4.6 and are incorporated herein by reference. The legal opinion related to these Notes is attached hereto as Exhibit 5.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
4.1 |
0.700% Notes due 2016 Officers Certificate of the Company dated May 20, 2013, including form of the 2016 Fixed Rate Notes. |
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4.2 |
Floating Rate Notes due 2016 Officers Certificate of the Company dated May 20, 2013, including form of the 2016 Floating Rate Notes. |
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4.3 |
1.300% Notes due 2018 Officers Certificate of the Company dated May 20, 2013, including form of the 2018 Fixed Rate Notes. |
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4.4 |
Floating Rate Notes due 2018 Officers Certificate of the Company dated May 20, 2013, including form of the 2018 Floating Rate Notes. |
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4.5 |
2.800% Notes due 2023 Officers Certificate of the Company dated May 20, 2013, including form of the 2023 Notes. |
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4.6 |
4.150% Notes due 2043 Officers Certificate of the Company dated May 20, 2013, including form of the 2043 Notes. |
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5.1 |
Opinion and Consent of Bruce N. Kuhlik, Esq., Executive Vice President and General Counsel of the Company. |
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23.1 |
Consent of Bruce N. Kuhlik, Esq., Executive Vice President and General Counsel of the Company (contained in Exhibit 5.1 to this Current Report on Form 8-K). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Merck & Co., Inc. | |
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Date: May 20, 2013 |
By: |
/s/ Katie E. Fedosz |
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Katie E. Fedosz |
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Senior Assistant Secretary |
EXHIBIT INDEX
Exhibit |
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Description |
4.1 |
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0.700% Notes due 2016 Officers Certificate of the Company dated May 20, 2013, including form of the 2016 Fixed Rate Notes. |
4.2 |
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Floating Rate Notes due 2016 Officers Certificate of the Company dated May 20, 2013, including form of the 2016 Floating Rate Notes. |
4.3 |
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1.300% Notes due 2018 Officers Certificate of the Company dated May 20, 2013, including form of the 2018 Fixed Rate Notes. |
4.4 |
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Floating Rate Notes due 2018 Officers Certificate of the Company dated May 20, 2013, including form of the 2018 Floating Rate Notes. |
4.5 |
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2.800% Notes due 2023 Officers Certificate of the Company dated May 20, 2013, including form of the 2023 Notes. |
4.6 |
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4.150% Notes due 2043 Officers Certificate of the Company dated May 20, 2013, including form of the 2043 Notes. |
5.1 |
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Opinion and Consent of Bruce N. Kuhlik, Esq., Executive Vice President and General Counsel of the Company. |
23.1 |
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Consent of Bruce N. Kuhlik, Esq., Executive Vice President and General Counsel of the Company (contained in Exhibit 5.1 to this Current Report on Form 8-K). |
Exhibit 4.1
0.700% NOTES DUE 2016
MERCK & CO., INC.
Officers Certificate
Peter N. Kellogg, Executive Vice President and Chief Financial Officer, and Mark E. McDonough, Vice President and Treasurer, as Authorized Officers pursuant to the resolutions of the Board of Directors of Merck & Co., Inc. (the Company) adopted at a meeting duly called and held on November 27, 2012, at which a quorum was present and acting throughout, and the resolutions of the Board of Directors of the Company adopted at a meeting duly called and held on March 26, 2013, at which a quorum was present and acting throughout (collectively, the Resolutions), which authorized the Company to issue and sell its debt securities, and empowered the Authorized Officers (as defined in the Resolutions) to approve the form and terms of such debt securities, each hereby approves and establishes under the Indenture, dated as of January 6, 2010 (the Indenture), between the Company and U.S. Bank Trust National Association, as Trustee, a series of debt securities the terms of which are as follows:
1. The title of the debt securities of such series shall be 0.700% Notes due 2016 (the 2016 Fixed Rate Notes).
2. The aggregate principal amount of the 2016 Fixed Rate Notes which may be authenticated and delivered under the Indenture is initially limited to $1,000,000,000 (provided that the Company may increase such aggregate principal amount at any time on or after the date hereof), except for 2016 Fixed Rate Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other 2016 Fixed Rate Notes of the series pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture and except for any 2016 Fixed Rate Notes which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered under the Indenture. Any election by the Company to so increase such aggregate principal amount shall be evidenced by a certificate of the Authorized Officers.
3. The 2016 Fixed Rate Notes shall be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
4. The proceeds to the Company (after deducting the underwriting discounts and commissions but before deducting certain expenses payable by the Company) shall be 99.723% of the aggregate principal amount of the 2016 Fixed Rate Notes.
5. The maturity date on which the principal of each of the 2016 Fixed Rate Notes is payable shall be May 18, 2016.
6. The 2016 Fixed Rate Notes shall bear interest at the rate of 0.700% per annum from May 20, 2013.
7. The Interest Payment Dates for the 2016 Fixed Rate Notes shall be May 18 and November 18 of each year, commencing on November 18, 2013, and the Regular Record Dates for the 2016 Fixed Rate Notes shall be the preceding May 3 or November 3, as the case may be.
8. The 2016 Fixed Rate Notes will be redeemable in whole at any time or in part from time to time, at the Companys option, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the 2016 Fixed Rate Notes to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments (as defined below) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the Treasury Rate (as defined below) plus 5 basis points, plus, in each case, any interest accrued but not paid to the date of redemption; provided that the principal amount of a 2016 Fixed Rate Note remaining outstanding after a redemption in part shall be $2,000 or an integral multiple of $1,000 in excess thereof.
Treasury Rate means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.
Comparable Treasury Issue means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the 2016 Fixed Rate Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such 2016 Fixed Rate Notes.
Independent Investment Banker means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.
Comparable Treasury Price means, with respect to any Redemption Date for the 2016 Fixed Rate Notes, (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
Reference Treasury Dealer means BNP Paribas Securities Corp., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, their respective successors and any additional primary U.S. governmental securities dealers selected by the Trustee after consultation with the Company; provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in the United States (a Primary Treasury Dealer), the Company will substitute another Primary Treasury Dealer for such dealer.
Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m. (New York City time) on the third business day preceding such Redemption Date.
Remaining Scheduled Payments means, with respect to each 2016 Fixed Rate Note to be redeemed, the remaining scheduled payments of principal of and interest on the 2016 Fixed Rate Note that would be due after the related Redemption Date but for the redemption. If that Redemption Date is not an Interest Payment Date with respect to a 2016 Fixed Rate Note, the amount of the next succeeding scheduled interest payment on the 2016 Fixed Rate Note will be reduced by the amount of interest accrued on the 2016 Fixed Rate Note to the Redemption Date.
Holders of 2016 Fixed Rate Notes to be redeemed will receive notice thereof by first-class mail at least 30 and not more than 60 days before the date fixed for redemption. If fewer than all of the 2016 Fixed Rate Notes are to be redeemed, the Trustee will select the particular 2016 Fixed Rate Notes or portions thereof for redemption from the outstanding 2016 Fixed Rate Notes not previously called, pro rata or by lot, or in such other manner as the Company shall direct.
Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date interest will cease to accrue on the 2016 Fixed Rate Notes or portions thereof called for redemption.
9. Payment of the principal and interest on the 2016 Fixed Rate Notes will be made at the office or agency of the Company maintained for that purpose in New York, New York (initially, the Corporate Trust Office of the Trustee), provided that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.
10. The provisions on defeasance and covenant defeasance in Article Thirteen of the Indenture shall apply to the 2016 Fixed Rate Notes.
11. The 2016 Fixed Rate Notes shall be issued in the form of one or more Book-Entry Securities and the Depository for such Book-Entry Securities shall be The Depository Trust Company, Clearstream Banking societé anonyme and Euroclear Bank S.A./N.V.
12. The form of the 2016 Fixed Rate Notes attached hereto as Annex A is hereby approved.
Capitalized terms used herein and not otherwise defined herein have the meanings specified in the Indenture.
IN WITNESS WHEREOF, we have hereunto signed our names this 20th day of May, 2013.
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By: |
/s/ Peter N. Kellogg |
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Peter N. Kellogg |
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Executive Vice President and Chief |
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Financial Officer |
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By: |
/s/ Mark E. McDonough |
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Mark E. McDonough |
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Vice President and Treasurer |
Annex A
REGISTERED |
REGISTERED |
No. R-1 |
PRINCIPAL AMOUNT: $500,000,000* |
CUSIP NO.: 58933Y AD7 |
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MERCK & CO., INC.
0.700% NOTES DUE 2016
This Security is a Book-Entry Security within the meaning of the Indenture referred to on the reverse hereof and is registered in the name of a Depository or a nominee of a Depository. This Security is exchangeable for Securities registered in the name of a Person other than the Depository or its nominee only in the limited circumstances described in the Indenture and this Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository.
Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (DTC), to the Company or its agent for registration of transfer, exchange or payment, and any Certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
* On May 20, 2013, the 2016 Fixed Rate Notes will be issued in the form of two (2) Book-Entry Securities in the amounts of $500,000,000 and $500,000,000.
Merck & Co., Inc., a New Jersey corporation (hereinafter called the Company, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., as nominee for The Depository Trust Company, or registered assigns, the principal sum of Five Hundred Million Dollars ($500,000,000) on May 18, 2016, and to pay interest thereon from and including May 20, 2013 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on May 18 and November 18 in each year and at Maturity, commencing on November 18, 2013, at a rate per annum of 0.700%, until the principal hereof is paid or made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the interest rate specified above on any overdue principal and premium and on any overdue installment of interest. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the May 3 or November 3 (whether or not a Business Day in New York City), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.
The Company will at all times appoint and maintain a Paying Agent (which may be the Trustee) authorized by the Company to pay the principal of (and premium, if any) or interest on any Securities of this series on behalf of the Company and having an office or agency (the Paying Agent Office) in The City of New York, where Securities of this series may be presented or surrendered for payment and where notices, designations or requests in respect of payments with respect to Securities of this series may be served. The Company has initially appointed U.S. Bank Trust National Association as such Paying Agent, with the Paying Agent Office currently at 100 Wall Street, New York, New York 10005. The Company will give prompt written notice to the Trustee of any change in such appointment.
Payment of the principal of (and premium, if any) and interest on this Security will be made in immediately available funds upon surrender of such Security at the Corporate Trust Office of U.S. Bank Trust National Association, in the Borough of Manhattan, The City of New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of interest on any Security of this series (other than at the Maturity of such Security) will be made by check mailed to the address of the Person entitled thereto as it appears in the Security Register or by wire transfer to such account as may have been appropriately designated in writing no later than the relevant Regular Record Date to the Paying Agent by such Person.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.
Dated: May 20, 2013 |
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MERCK & CO., INC. | ||
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By: |
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Name: |
Mark E. McDonough |
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Title: |
Vice President and Treasurer |
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Attest: |
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CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture.
U.S. BANK TRUST NATIONAL ASSOCIATION, |
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As Trustee |
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By: |
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Authorized Officer |
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[REVERSE OF SECURITY]
MERCK & CO., INC.
0.700% NOTES DUE 2016
This Security is one of a duly authorized issue of securities of the Company (herein called the Securities), issued and to be issued in one or more series under an Indenture, dated as of January 6, 2010, as amended and supplemented (herein called the Indenture), between the Company and U.S. Bank Trust National Association, as Trustee (herein called the Trustee, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof. The aggregate principal amount of such series is $1,000,000,000, provided that the Company may increase such aggregate principal amount at any time.
Payments of interest hereon with respect to any Interest Payment Date will include interest accrued to but excluding such Interest Payment Date. Interest hereon shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
This Security is not subject to any sinking fund.
The Securities will be redeemable in whole at any time or in part from time to time, at the Companys option, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the Securities to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments (as defined below) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the Treasury Rate (as defined below) plus 5 basis points, plus, in each case, any interest accrued but not paid to the date of redemption; provided that the principal amount of a Security remaining outstanding after a redemption in part shall be $2,000 or an integral multiple of $1,000 in excess thereof.
Treasury Rate means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.
Comparable Treasury Issue means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities.
Independent Investment Banker means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.
Comparable Treasury Price means, with respect to any Redemption Date for the Securities, (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
Reference Treasury Dealer means BNP Paribas Securities Corp., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, their respective successors and any additional primary U.S. governmental securities dealers selected by the Trustee after consultation with the Company; provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in the United States (a Primary Treasury Dealer), the Company will substitute another Primary Treasury Dealer for such dealer.
Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m. (New York City time) on the third business day preceding such Redemption Date.
Remaining Scheduled Payments means, with respect to each Security to be redeemed, the remaining scheduled payments of principal of and interest on the Security that would be due after the related Redemption Date but for the redemption. If that Redemption Date is not an Interest Payment Date with respect to a Security, the amount of the next succeeding scheduled interest payment on the Security will be reduced by the amount of interest accrued on the Security to the Redemption Date.
Holders of Securities to be redeemed will receive notice thereof by first-class mail at least 30 and not more than 60 days before the date fixed for redemption. If fewer than all of the Securities are to be redeemed, the Trustee will select the particular Securities or portions thereof for redemption from the outstanding Securities not previously called, pro rata or by lot, or in such other manner as the Company shall direct.
Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date interest will cease to accrue on the Securities or portions thereof called for redemption.
If an Event of Default with respect to the Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
The Indenture contains provisions for defeasance at any time of (i) the entire indebtedness of this Security or (ii) certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth therein.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange thereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of the within Security, shall be construed as though they were written out in full according to applicable laws or regulations.
TEN COM |
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as tenants in common |
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TEN ENT |
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as tenants by the entireties |
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JT TEN |
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as joint tenants with right of survivorship and not as tenants in common |
UNIF GIFT MIN ACT - |
Custodian |
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under Uniform Gifts to Minors Act |
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(State) |
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Additional abbreviations may also be used |
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(Please Print or Typewrite Name and Address, Including Postal Zip Code, of Assignee)
the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints
to transfer said Security on the books of the Company, with full power of substitution in the premises.
Dated: |
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Signature Guaranteed |
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NOTICE: Signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. |
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NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Security in every particular, without alteration or enlargement or any change whatever. |
Exhibit 4.2
FLOATING RATE NOTES DUE 2016
MERCK & CO., INC.
Officers Certificate
Peter N. Kellogg, Executive Vice President and Chief Financial Officer, and Mark E. McDonough, Vice President and Treasurer, as Authorized Officers pursuant to the resolutions of the Board of Directors of Merck & Co., Inc. (the Company) adopted at a meeting duly called and held on November 27, 2012, at which a quorum was present and acting throughout, and the resolutions of the Board of Directors of the Company adopted at a meeting duly called and held on March 26, 2013, at which a quorum was present and acting throughout (collectively, the Resolutions), which authorized the Company to issue and sell its debt securities, and empowered the Authorized Officers (as defined in the Resolutions) to approve the form and terms of such debt securities, each hereby approves and establishes under the Indenture, dated as of January 6, 2010 (the Indenture), between the Company and U.S. Bank Trust National Association, as Trustee, a series of debt securities the terms of which are as follows:
1. The title of the debt securities of such series shall be Floating Rate Notes due 2016 (the 2016 Floating Rate Notes).
2. The aggregate principal amount of the 2016 Floating Rate Notes which may be authenticated and delivered under the Indenture is initially limited to $500,000,000 (provided that the Company may increase such aggregate principal amount at any time on or after the date hereof), except for 2016 Floating Rate Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other 2016 Floating Rate Notes of the series pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture and except for any 2016 Floating Rate Notes which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered under the Indenture. Any election by the Company to so increase such aggregate principal amount shall be evidenced by a certificate of the Authorized Officers.
3. The 2016 Floating Rate Notes shall be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
4. The proceeds to the Company (after deducting the underwriting discounts and commissions but before deducting certain expenses payable by the Company) shall be 99.750% of the aggregate principal amount of the 2016 Floating Rate Notes.
5. The maturity date on which the principal of each of the 2016 Floating Rate Notes is payable shall be May 18, 2016. The 2016 Floating Rate Notes shall bear interest at a variable rate from May 20, 2013. The interest rate for the 2016 Floating Rate Notes for a particular interest period will be a per annum rate equal to LIBOR (as defined below) as determined on the applicable Interest Determination Date (as defined below) by the calculation agent appointed by the Company, which initially will be the Trustee (the Calculation Agent), plus 0.19%. The interest rate on the 2016 Floating Rate Notes shall be reset on the first day of each interest period other than the initial interest period (each an Interest Reset Date). An interest period is the period commencing on an interest payment date (or, in the case of the initial interest period, commencing on May 20, 2013) and ending on the day preceding the next interest payment date. The initial interest period is May 20, 2013 through August 17, 2013. The interest determination date for an interest period will be the second London Business Day preceding such interest period (the Interest Determination Date). The Interest Determination Date for the initial interest period will be May 16, 2013. All payments of interest on the 2016 Floating Rate Notes due on any interest payment date will be made to the persons in whose names the 2016 Floating Rate Notes are registered at the close of business on the 15th calendar day immediately preceding the interest payment date (whether or not a Business Day). However, interest that the Company pays on the maturity date will be payable to the person to whom the principal will be payable. Interest on the 2016 Floating Rate Notes will be calculated on the basis of the actual number of days in each quarterly interest period and a 360-day year. Business Day means any Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in the City of New York are authorized or obligated by law or executive order to be closed that is also a London Business Day. London Business Day means any day on which dealings in United States dollars are transacted on the London interbank market.
LIBOR will be determined by the Calculation Agent in accordance with the following provisions:
(i) With respect to any Interest Determination Date, LIBOR will be the rate for deposits in United States dollars having a maturity of three months commencing on the first day of the applicable interest period that appears on Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on that Interest Determination Date. If no rate appears, then LIBOR, in respect of that Interest Determination Date, will be determined in accordance with the provisions described in (ii) below.
(ii) With respect to an Interest Determination Date on which no rate appears on Reuters Screen LIBOR01 Page, as specified in (i) above, the Calculation Agent will request the principal London offices of each of four major reference banks in the London interbank market, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation for deposits in United States dollars
for the period of three months, commencing on the first day of the applicable interest period, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on that Interest Determination Date and in a principal amount that is representative for a single transaction in United States dollars in that market at that time. If at least two quotations are provided, then LIBOR on that Interest Determination Date will be the arithmetic mean of those quotations. If fewer than two quotations are provided, then LIBOR on the Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in the City of New York, on the Interest Determination Date by three major banks in the City of New York selected by the Calculation Agent for loans in United States dollars to leading European banks, having a three-month maturity and in a principal amount that is representative for a single transaction in United States dollars in that market at that time; provided that if the banks selected by the Calculation Agent are not providing quotations in the manner described by this sentence, LIBOR will be the same as the rate determined for the immediately preceding interest reset date or if there is no immediately preceding interest reset date, LIBOR will be the same as the rate determined for the initial interest period.
Reuters Screen LIBOR01 Page means the display designated on page LIBOR01 on Reuters (or such other page as may replace the LIBOR01 page on that service or any successor service for the purpose of displaying London interbank offered rates for U.S. dollar deposits of major banks).
All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 8.986865% (or 0.08986865) being rounded to 8.98687% (or 0.0898687)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards).
The interest rate on the 2016 Floating Rate Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States laws of general application.
The Calculation Agent will, upon the request of any holder of the 2016 Floating Rate Notes, provide the interest rate then in effect with respect to the 2016 Floating Rate Notes. The Calculation Agent shall calculate the interest rate in accordance with the foregoing. On or before each Calculation Date (as defined below), the Calculation Agent will determine the interest rate and notify the Paying Agent. All calculations of the Calculation Agent, in the absence of manifest error, shall be conclusive for all purposes and binding on the Company and holders of the 2016 Floating Rate Notes and neither the Trustee nor the Paying Agent shall have the duty to verify determinations of interest rates made by the Calculation Agent. The Calculation Date pertaining to any Interest Determination Date on a 2016 Floating Rate Note will be the earlier of (i) the tenth calendar day after such Interest Determination Date, or, if any such day is not a Business
Day, the next succeeding Business Day, and (ii) the Business Day immediately preceding the applicable Interest Payment Date or the maturity date, as the case may be.
6. The Interest Payment Dates for the 2016 Floating Rate Notes shall be February 18, May 18, August 18 and November 18 of each year, commencing on August 18, 2013, and the 15th calendar day (whether or not a Business Day) immediately preceding such Interest Payment Date for the 2016 Floating Rate Notes shall be a Regular Record Date for interest payable on such Interest Payment Date. If an Interest Payment Date, other than the maturity date, is not a Business Day, the interest payment due on such day shall be made on the next succeeding Business Day, except that if such succeeding Business Day is in the next succeeding calendar month, the interest payment due on such day shall be made on the immediately preceding Business Day. If the maturity date of the 2016 Floating Rate Notes falls on a day that is not a Business Day, the payment of interest and principal will be made on the next succeeding Business Day, and no interest on such payment will accrue for the period from and after the maturity date. Each payment of interest on a Note will include interest to, but excluding, as the case may be, the relevant Interest Payment Date or maturity date.
7. The 2016 Floating Rate Notes will not be redeemable prior to maturity.
8. Payment of the principal and interest on the 2016 Floating Rate Notes will be made at the office or agency of the Company maintained for that purpose in New York, New York (initially, the Corporate Trust Office of the Trustee), provided that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.
9. The provisions on defeasance and covenant defeasance in Article Thirteen of the Indenture shall not apply to the 2016 Floating Rate Notes.
10. The 2016 Floating Rate Notes shall be issued in the form of one or more Book-Entry Securities and the Depository for such Book-Entry Securities shall be The Depository Trust Company, Clearstream Banking societé anonyme and Euroclear Bank S.A./N.V.
11. The form of the 2016 Floating Rate Notes attached hereto as Annex A is hereby approved.
Capitalized terms used herein and not otherwise defined herein have the meanings specified in the Indenture.
IN WITNESS WHEREOF, we have hereunto signed our names this 20th day of May, 2013.
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/s/ Peter N. Kellogg |
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Peter N. Kellogg |
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Executive Vice President and Chief |
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Financial Officer |
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By: |
/s/ Mark E. McDonough |
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Mark E. McDonough |
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Vice President and Treasurer |
Annex A
REGISTERED |
REGISTERED |
No. R-1 |
PRINCIPAL AMOUNT: $500,000,000 |
CUSIP NO.: 58933Y AE5 |
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MERCK & CO., INC.
FLOATING RATE NOTES DUE 2016
This Security is a Book-Entry Security within the meaning of the Indenture referred to on the reverse hereof and is registered in the name of a Depository or a nominee of a Depository. This Security is exchangeable for Securities registered in the name of a Person other than the Depository or its nominee only in the limited circumstances described in the Indenture and this Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository.
Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (DTC), to the Company or its agent for registration of transfer, exchange or payment, and any Certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
Merck & Co., Inc., a New Jersey corporation (hereinafter called the Company, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., as nominee for The Depository Trust Company, or registered assigns, the principal sum of Five Hundred Million Dollars ($500,000,000) on May 18, 2016, and to pay interest thereon from and including May 20, 2013 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly in arrears on February 18, May 18, August 18 and November 18 in each year and at Maturity, commencing on August 18, 2013, at a variable rate, until the principal hereof is paid or made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the interest rate specified above on any overdue principal and premium and on any overdue installment of interest. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the 15th calendar day (whether or not a Business Day) immediately preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Interest payable at the Maturity of this Security is payable to the person to whom the principal is payable.
The Company will at all times appoint and maintain a Paying Agent (which may be the Trustee) authorized by the Company to pay the principal of (and premium, if any) or interest on any Securities of this series on behalf of the Company and having an office or agency (the Paying Agent Office) in The City of New York, where Securities of this series may be presented or surrendered for payment and where notices, designations or requests in respect of payments with respect to Securities of this series may be served. The Company has initially appointed U.S. Bank Trust National Association as such Paying Agent, with the Paying Agent Office currently at 100 Wall Street, New York, New York 10005. The Company will give prompt written notice to the Trustee of any change in such appointment.
Payment of the principal of (and premium, if any) and interest on this Security will be made in immediately available funds upon surrender of such Security at the Corporate Trust Office of U.S. Bank Trust National Association, in the Borough of Manhattan, The City of New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of interest on any Security of this series (other than at the Maturity of such Security) will be made by check mailed to the address of the Person entitled thereto as it appears in the Security Register or by wire transfer to such account as may have been appropriately designated in writing no later than the relevant Regular Record Date to the Paying Agent by such Person.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.
Dated: May 20, 2013
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MERCK & CO., INC. | |
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By: |
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Name: Mark E. McDonough |
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Title: Vice President and Treasurer |
Attest:
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CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture.
U.S. BANK TRUST NATIONAL ASSOCIATION, |
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As Trustee |
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By: |
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Authorized Officer |
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[REVERSE OF SECURITY]
MERCK & CO., INC.
FLOATING RATE NOTES DUE 2016
This Security is one of a duly authorized issue of securities of the Company (herein called the Securities), issued and to be issued in one or more series under an Indenture, dated as of January 6, 2010, as amended and supplemented (herein called the Indenture), between the Company and U.S. Bank Trust National Association, as Trustee (herein called the Trustee, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof. The aggregate principal amount of such series is $500,000,000, provided that the Company may increase such aggregate principal amount at any time.
Payments of interest hereon with respect to any Interest Payment Date will include interest accrued to but excluding such Interest Payment Date.
This Security is not subject to any sinking fund.
The Securities will not be redeemable prior to the Maturity Date.
This Security shall bear interest at a rate per annum equal to the three-month LIBOR rate (as defined below), as determined on the applicable Interest Determination Date (as defined below) by the Calculation Agent (as defined below), plus 0.19%. Interest on this Security will be calculated on the basis of the actual number of days in each quarterly interest period and a 360-day year.
The rate of interest on this Security will be reset on the first day of each Interest Period other than the Initial Interest Period (as defined below) (the date on which each such reset occurs, an Interest Reset Date). An Interest Period for the Securities means the period commencing on an Interest Payment Date (or, in the case of the Initial Interest Period, commencing on May 20, 2013) and ending on the day preceding the next following Interest Payment Date. The Initial Interest Period will be May 20, 2013 through August 17, 2013. The Interest Determination Date for an Interest Period will be the second London Business Day preceding such Interest Period (or, in the case of the Initial Interest Period, May 16, 2013).
If an Interest Payment Date, other than the date of Maturity, falls on a day that is not a Business Day, the interest payment will be postponed to the next day that is a Business Day, except that if that Business Day is in the next succeeding calendar month, the Interest Payment Date will be the immediately preceding Business Day. If the date of Maturity of the Security falls on a day that is not a Business Day, the payment of interest and principal will be
made on the next succeeding Business Day, and no interest on such payment will accrue for the period from and after the date of Maturity. Business Day means any Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in the City of New York are authorized or obligated by law or executive order to be closed that is also a London Business Day. London Business Day means any day on which dealings in United States dollars are transacted on the London interbank market.
LIBOR will be determined by the Calculation Agent in accordance with the following provisions:
(i) With respect to any Interest Determination Date, LIBOR will be the rate for deposits in United States dollars having a maturity of three months commencing on the first day of the applicable Interest Period that appears on Reuters Screen LIBOR01 Page (as defined below) as of 11:00 a.m., London time, on that Interest Determination Date. If no rate appears, then LIBOR, in respect of that Interest Determination Date, will be determined in accordance with the provisions described in (ii) below.
(ii) With respect to an Interest Determination Date on which no rate appears on Reuters Screen LIBOR01 Page, as specified in (i) above, the Calculation Agent will request the principal London offices of each of four major reference banks in the London interbank market, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation for deposits in United States dollars for the period of three months, commencing on the first day of the applicable Interest Period, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on that Interest Determination Date and in a principal amount that is representative for a single transaction in United States dollars in that market at that time. If at least two quotations are provided, then LIBOR on that Interest Determination Date will be the arithmetic mean of those quotations. If fewer than two quotations are provided, then LIBOR on the Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in the City of New York, on the Interest Determination Date by three major banks in the City of New York selected by the Calculation Agent for loans in United States dollars to leading European banks, having a three-month maturity and in a principal amount that is representative for a single transaction in United States dollars in that market at that time; provided, however, that if the banks selected by the Calculation Agent are not providing quotations in the manner described by this sentence, LIBOR will be the same as the rate determined for the immediately preceding Interest Reset Date or if there is no immediately preceding Interest Reset Date, LIBOR will be the same as the rate determined for the Initial Interest Period.
Reuters Screen LIBOR01 Page means the display designated on page LIBOR01 on Reuters (or such other page as may replace the LIBOR01 page on that service or any successor service for the purpose of displaying London interbank offered rates for U.S. dollar deposits of major banks).
All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 8.986865% (or 0.08986865) being rounded to 8.98687% (or 0.0898687)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards).
The Calculation Agent shall be the agent appointed by the Company to calculate the interest rate on the Securities and will initially be the Trustee. The Calculation Agent shall calculate the interest rate in accordance with the foregoing. On or before each Calculation Date (as defined below), the Calculation Agent will determine the interest rate and notify the Paying Agent. The Calculation Agent will, upon the request of any Holder of the Securities, provide the interest rate then in effect with respect to the Securities. All calculations of the Calculation Agent, in the absence of manifest error, shall be conclusive for all purposes and binding on the Company and the Holders of this Security and neither the Trustee nor the Paying Agent shall have the duty to verify determinations of interest rates made by the Calculation Agent. The Calculation Date pertaining to any Interest Determination Date on a Security will be the earlier of (i) the tenth calendar day after such Interest Determination Date, or, if any such day is not a Business Day, the next succeeding Business Day, and (ii) the Business Day immediately preceding the applicable Interest Payment Date or the Maturity Date, as the case may be.
Notwithstanding the foregoing, the interest rate in any Interest Period shall in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States laws of general application.
If an Event of Default with respect to the Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange thereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of the within Security, shall be construed as though they were written out in full according to applicable laws or regulations.
TEN COM |
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as tenants in common | |
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as tenants by the entireties | |
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as joint tenants with right of survivorship and not as tenants in common | |
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UNIF GIFT MIN ACT - |
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under Uniform Gifts to Minors Act |
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Additional abbreviations may also be used |
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(Please Print or Typewrite Name and Address, Including Postal Zip Code, of Assignee)
the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints
to transfer said Security on the books of the Company, with full power of substitution in the premises.
Dated: |
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Signature Guaranteed |
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NOTICE: Signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. |
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NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Security in every particular, without alteration or enlargement or any change whatever. |
Exhibit 4.3
1.300% NOTES DUE 2018
MERCK & CO., INC.
Officers Certificate
Peter N. Kellogg, Executive Vice President and Chief Financial Officer, and Mark E. McDonough, Vice President and Treasurer, as Authorized Officers pursuant to the resolutions of the Board of Directors of Merck & Co., Inc. (the Company) adopted at a meeting duly called and held on November 27, 2012, at which a quorum was present and acting throughout, and the resolutions of the Board of Directors of the Company adopted at a meeting duly called and held on March 26, 2013, at which a quorum was present and acting throughout (collectively, the Resolutions), which authorized the Company to issue and sell its debt securities, and empowered the Authorized Officers (as defined in the Resolutions) to approve the form and terms of such debt securities, each hereby approves and establishes under the Indenture, dated as of January 6, 2010 (the Indenture), between the Company and U.S. Bank Trust National Association, as Trustee, a series of debt securities the terms of which are as follows:
1. The title of the debt securities of such series shall be 1.300% Notes due 2018 (the 2018 Fixed Rate Notes).
2. The aggregate principal amount of the 2018 Fixed Rate Notes which may be authenticated and delivered under the Indenture is initially limited to $1,000,000,000 (provided that the Company may increase such aggregate principal amount at any time on or after the date hereof), except for 2018 Fixed Rate Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other 2018 Fixed Rate Notes of the series pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture and except for any 2018 Fixed Rate Notes which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered under the Indenture. Any election by the Company to so increase such aggregate principal amount shall be evidenced by a certificate of the Authorized Officers.
3. The 2018 Fixed Rate Notes shall be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
4. The proceeds to the Company (after deducting the underwriting discounts and commissions but before deducting certain expenses payable by the Company) shall be 99.419% of the aggregate principal amount of the 2018 Fixed Rate Notes.
5. The maturity date on which the principal of each of the 2018 Fixed Rate Notes is payable shall be May 18, 2018.
6. The 2018 Fixed Rate Notes shall bear interest at the rate of 1.300% per annum from May 20, 2013.
7. The Interest Payment Dates for the 2018 Fixed Rate Notes shall be May 18 and November 18 of each year, commencing on November 18, 2013, and the Regular Record Dates for the 2018 Fixed Rate Notes shall be the preceding May 3 or November 3, as the case may be.
8. The 2018 Fixed Rate Notes will be redeemable in whole at any time or in part from time to time, at the Companys option, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the 2018 Fixed Rate Notes to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments (as defined below) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the Treasury Rate (as defined below) plus 10 basis points, plus, in each case, any interest accrued but not paid to the date of redemption; provided that the principal amount of a 2018 Fixed Rate Note remaining outstanding after a redemption in part shall be $2,000 or an integral multiple of $1,000 in excess thereof.
Treasury Rate means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.
Comparable Treasury Issue means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the 2018 Fixed Rate Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such 2018 Fixed Rate Notes.
Independent Investment Banker means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.
Comparable Treasury Price means, with respect to any Redemption Date for the 2018 Fixed Rate Notes, (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
Reference Treasury Dealer means BNP Paribas Securities Corp., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, their respective successors and any additional primary U.S. governmental securities dealers selected by the Trustee after consultation with the Company; provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in the United States (a Primary Treasury Dealer), the Company will substitute another Primary Treasury Dealer for such dealer.
Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m. (New York City time) on the third business day preceding such Redemption Date.
Remaining Scheduled Payments means, with respect to each 2018 Fixed Rate Note to be redeemed, the remaining scheduled payments of principal of and interest on the 2018 Fixed Rate Note that would be due after the related Redemption Date but for the redemption. If that Redemption Date is not an Interest Payment Date with respect to a 2018 Fixed Rate Note, the amount of the next succeeding scheduled interest payment on the 2018 Fixed Rate Note will be reduced by the amount of interest accrued on the 2018 Fixed Rate Note to the Redemption Date.
Holders of 2018 Fixed Rate Notes to be redeemed will receive notice thereof by first-class mail at least 30 and not more than 60 days before the date fixed for redemption. If fewer than all of the 2018 Fixed Rate Notes are to be redeemed, the Trustee will select the particular 2018 Fixed Rate Notes or portions thereof for redemption from the outstanding 2018 Fixed Rate Notes not previously called, pro rata or by lot, or in such other manner as the Company shall direct.
Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date interest will cease to accrue on the 2018 Fixed Rate Notes or portions thereof called for redemption.
9. Payment of the principal and interest on the 2018 Fixed Rate Notes will be made at the office or agency of the Company maintained for that purpose in New York, New York (initially, the Corporate Trust Office of the Trustee), provided that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.
10. The provisions on defeasance and covenant defeasance in Article Thirteen of the Indenture shall apply to the 2018 Fixed Rate Notes.
11. The 2018 Fixed Rate Notes shall be issued in the form of one or more Book-Entry Securities and the Depository for such Book-Entry Securities shall be The Depository Trust Company, Clearstream Banking societé anonyme and Euroclear Bank S.A./N.V.
12. The form of the 2018 Fixed Rate Notes attached hereto as Annex A is hereby approved.
Capitalized terms used herein and not otherwise defined herein have the meanings specified in the Indenture.
IN WITNESS WHEREOF, we have hereunto signed our names this 20th day of May, 2013.
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By: |
/s/ Peter N. Kellogg |
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Peter N. Kellogg |
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Executive Vice President and Chief |
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Financial Officer |
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By: |
/s/ Mark E. McDonough |
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Mark E. McDonough |
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Vice President and Treasurer |
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Annex A |
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REGISTERED |
REGISTERED |
No. R-1 |
PRINCIPAL AMOUNT: $500,000,000* |
CUSIP NO.: 58933YAG0 |
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MERCK & CO., INC.
1.300% NOTES DUE 2018
This Security is a Book-Entry Security within the meaning of the Indenture referred to on the reverse hereof and is registered in the name of a Depository or a nominee of a Depository. This Security is exchangeable for Securities registered in the name of a Person other than the Depository or its nominee only in the limited circumstances described in the Indenture and this Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository.
Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (DTC), to the Company or its agent for registration of transfer, exchange or payment, and any Certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
* On May 20, 2013, the 2018 Fixed Rate Notes will be issued in the form of two (2) Book-Entry Securities in the amounts of $500,000,000 and $500,000,000.
Merck & Co., Inc., a New Jersey corporation (hereinafter called the Company, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., as nominee for The Depository Trust Company, or registered assigns, the principal sum of Five Hundred Million Dollars ($500,000,000) on May 18, 2018, and to pay interest thereon from and including May 20, 2013 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on May 18 and November 18 in each year and at Maturity, commencing on November 18, 2013, at a rate per annum of 1.300%, until the principal hereof is paid or made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the interest rate specified above on any overdue principal and premium and on any overdue installment of interest. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the May 3 or November 3 (whether or not a Business Day in New York City), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.
The Company will at all times appoint and maintain a Paying Agent (which may be the Trustee) authorized by the Company to pay the principal of (and premium, if any) or interest on any Securities of this series on behalf of the Company and having an office or agency (the Paying Agent Office) in The City of New York, where Securities of this series may be presented or surrendered for payment and where notices, designations or requests in respect of payments with respect to Securities of this series may be served. The Company has initially appointed U.S. Bank Trust National Association as such Paying Agent, with the Paying Agent Office currently at 100 Wall Street, New York, New York 10005. The Company will give prompt written notice to the Trustee of any change in such appointment.
Payment of the principal of (and premium, if any) and interest on this Security will be made in immediately available funds upon surrender of such Security at the Corporate Trust Office of U.S. Bank Trust National Association, in the Borough of Manhattan, The City of New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of interest on any Security of this series (other than at the Maturity of such Security) will be made by check mailed to the address of the Person entitled thereto as it appears in the Security Register or by wire transfer to such account as may have been appropriately designated in writing no later than the relevant Regular Record Date to the Paying Agent by such Person.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.
Dated: May 20, 2013 |
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MERCK & CO., INC. | ||
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By: |
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Name: |
Mark E. McDonough |
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Title: |
Vice President and Treasurer |
Attest: |
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CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture.
U.S. BANK TRUST NATIONAL ASSOCIATION, |
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As Trustee |
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By: |
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Authorized Officer |
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[REVERSE OF SECURITY]
MERCK & CO., INC.
1.300% NOTES DUE 2018
This Security is one of a duly authorized issue of securities of the Company (herein called the Securities), issued and to be issued in one or more series under an Indenture, dated as of January 6, 2010, as amended and supplemented (herein called the Indenture), between the Company and U.S. Bank Trust National Association, as Trustee (herein called the Trustee, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof. The aggregate principal amount of such series is $1,000,000,000, provided that the Company may increase such aggregate principal amount at any time.
Payments of interest hereon with respect to any Interest Payment Date will include interest accrued to but excluding such Interest Payment Date. Interest hereon shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
This Security is not subject to any sinking fund.
The Securities will be redeemable in whole at any time or in part from time to time, at the Companys option, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the Securities to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments (as defined below) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the Treasury Rate (as defined below) plus 10 basis points, plus, in each case, any interest accrued but not paid to the date of redemption; provided that the principal amount of a Security remaining outstanding after a redemption in part shall be $2,000 or an integral multiple of $1,000 in excess thereof.
Treasury Rate means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.
Comparable Treasury Issue means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities.
Independent Investment Banker means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.
Comparable Treasury Price means, with respect to any Redemption Date for the Securities, (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
Reference Treasury Dealer means BNP Paribas Securities Corp., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, their respective successors and any additional primary U.S. governmental securities dealers selected by the Trustee after consultation with the Company; provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in the United States (a Primary Treasury Dealer), the Company will substitute another Primary Treasury Dealer for such dealer.
Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m. (New York City time) on the third business day preceding such Redemption Date.
Remaining Scheduled Payments means, with respect to each Security to be redeemed, the remaining scheduled payments of principal of and interest on the Security that would be due after the related Redemption Date but for the redemption. If that Redemption Date is not an Interest Payment Date with respect to a Security, the amount of the next succeeding scheduled interest payment on the Security will be reduced by the amount of interest accrued on the Security to the Redemption Date.
Holders of Securities to be redeemed will receive notice thereof by first-class mail at least 30 and not more than 60 days before the date fixed for redemption. If fewer than all of the Securities are to be redeemed, the Trustee will select the particular Securities or portions thereof for redemption from the outstanding Securities not previously called, pro rata or by lot, or in such other manner as the Company shall direct.
Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date interest will cease to accrue on the Securities or portions thereof called for redemption.
If an Event of Default with respect to the Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
The Indenture contains provisions for defeasance at any time of (i) the entire indebtedness of this Security or (ii) certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth therein.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange thereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of the within Security, shall be construed as though they were written out in full according to applicable laws or regulations.
TEN COM |
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as tenants in common |
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TEN ENT |
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as tenants by the entireties |
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JT TEN |
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as joint tenants with right of survivorship and not as tenants in common |
UNIF GIFT MIN ACT - |
Custodian |
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under Uniform Gifts to Minors Act |
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(State) |
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Additional abbreviations may also be used |
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(Please Print or Typewrite Name and Address, Including Postal Zip Code, of Assignee)
the within Security and all rights thereunder, and hereby irrevocably constitutes and
appoints
to transfer said Security on the books of the Company, with full power of substitution in the premises.
Dated: |
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Signature Guaranteed |
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NOTICE: Signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. |
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NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Security in every particular, without alteration or enlargement or any change whatever. |
Exhibit 4.4
FLOATING RATE NOTES DUE 2018
MERCK & CO., INC.
Officers Certificate
Peter N. Kellogg, Executive Vice President and Chief Financial Officer, and Mark E. McDonough, Vice President and Treasurer, as Authorized Officers pursuant to the resolutions of the Board of Directors of Merck & Co., Inc. (the Company) adopted at a meeting duly called and held on November 27, 2012, at which a quorum was present and acting throughout, and the resolutions of the Board of Directors of the Company adopted at a meeting duly called and held on March 26, 2013, at which a quorum was present and acting throughout (collectively, the Resolutions), which authorized the Company to issue and sell its debt securities, and empowered the Authorized Officers (as defined in the Resolutions) to approve the form and terms of such debt securities, each hereby approves and establishes under the Indenture, dated as of January 6, 2010 (the Indenture), between the Company and U.S. Bank Trust National Association, as Trustee, a series of debt securities the terms of which are as follows:
1. The title of the debt securities of such series shall be Floating Rate Notes due 2018 (the 2018 Floating Rate Notes).
2. The aggregate principal amount of the 2018 Floating Rate Notes which may be authenticated and delivered under the Indenture is initially limited to $1,000,000,000 (provided that the Company may increase such aggregate principal amount at any time on or after the date hereof), except for 2018 Floating Rate Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other 2018 Floating Rate Notes of the series pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture and except for any 2018 Floating Rate Notes which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered under the Indenture. Any election by the Company to so increase such aggregate principal amount shall be evidenced by a certificate of the Authorized Officers.
3. The 2018 Floating Rate Notes shall be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
4. The proceeds to the Company (after deducting the underwriting discounts and commissions but before deducting certain expenses payable by the Company) shall be 99.650% of the aggregate principal amount of the 2018 Floating Rate Notes.
5. The maturity date on which the principal of each of the 2018 Floating Rate Notes is payable shall be May 18, 2018. The 2018 Floating Rate Notes shall bear interest at a variable rate from May 20, 2013. The interest rate for the 2018 Floating Rate Notes for a particular interest period will be a per annum rate equal to LIBOR (as defined below) as determined on the applicable Interest Determination Date (as defined below) by the calculation agent appointed by the Company, which initially will be the Trustee (the Calculation Agent), plus 0.36%. The interest rate on the 2018 Floating Rate Notes shall be reset on the first day of each interest period other than the initial interest period (each an Interest Reset Date). An interest period is the period commencing on an interest payment date (or, in the case of the initial interest period, commencing on May 20, 2013) and ending on the day preceding the next interest payment date. The initial interest period is May 20, 2013 through August 17, 2013. The interest determination date for an interest period will be the second London Business Day preceding such interest period (the Interest Determination Date). The Interest Determination Date for the initial interest period will be May 16, 2013. All payments of interest on the 2018 Floating Rate Notes due on any interest payment date will be made to the persons in whose names the 2018 Floating Rate Notes are registered at the close of business on the 15th calendar day immediately preceding the interest payment date (whether or not a Business Day). However, interest that the Company pays on the maturity date will be payable to the person to whom the principal will be payable. Interest on the 2018 Floating Rate Notes will be calculated on the basis of the actual number of days in each quarterly interest period and a 360-day year. Business Day means any Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in the City of New York are authorized or obligated by law or executive order to be closed that is also a London Business Day. London Business Day means any day on which dealings in United States dollars are transacted on the London interbank market.
LIBOR will be determined by the Calculation Agent in accordance with the following provisions:
(i) With respect to any Interest Determination Date, LIBOR will be the rate for deposits in United States dollars having a maturity of three months commencing on the first day of the applicable interest period that appears on Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on that Interest Determination Date. If no rate appears, then LIBOR, in respect of that Interest Determination Date, will be determined in accordance with the provisions described in (ii) below.
(ii) With respect to an Interest Determination Date on which no rate appears on Reuters Screen LIBOR01 Page, as specified in (i) above, the Calculation Agent will request the principal London offices of each of four major reference banks in the London interbank market, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation for deposits in United States dollars
for the period of three months, commencing on the first day of the applicable interest period, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on that Interest Determination Date and in a principal amount that is representative for a single transaction in United States dollars in that market at that time. If at least two quotations are provided, then LIBOR on that Interest Determination Date will be the arithmetic mean of those quotations. If fewer than two quotations are provided, then LIBOR on the Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in the City of New York, on the Interest Determination Date by three major banks in the City of New York selected by the Calculation Agent for loans in United States dollars to leading European banks, having a three-month maturity and in a principal amount that is representative for a single transaction in United States dollars in that market at that time; provided that if the banks selected by the Calculation Agent are not providing quotations in the manner described by this sentence, LIBOR will be the same as the rate determined for the immediately preceding interest reset date or if there is no immediately preceding interest reset date, LIBOR will be the same as the rate determined for the initial interest period.
Reuters Screen LIBOR01 Page means the display designated on page LIBOR01 on Reuters (or such other page as may replace the LIBOR01 page on that service or any successor service for the purpose of displaying London interbank offered rates for U.S. dollar deposits of major banks).
All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 8.986865% (or 0.08986865) being rounded to 8.98687% (or 0.0898687)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards).
The interest rate on the 2018 Floating Rate Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States laws of general application.
The Calculation Agent will, upon the request of any holder of the 2018 Floating Rate Notes, provide the interest rate then in effect with respect to the 2018 Floating Rate Notes. The Calculation Agent shall calculate the interest rate in accordance with the foregoing. On or before each Calculation Date (as defined below), the Calculation Agent will determine the interest rate and notify the Paying Agent. All calculations of the Calculation Agent, in the absence of manifest error, shall be conclusive for all purposes and binding on the Company and holders of the 2018 Floating Rate Notes and neither the Trustee nor the Paying Agent shall have the duty to verify determinations of interest rates made by the Calculation Agent. The Calculation Date pertaining to any Interest Determination Date on a 2018 Floating Rate Note will be the earlier of (i) the tenth calendar day after such Interest Determination Date, or, if any such day is not a Business
Day, the next succeeding Business Day, and (ii) the Business Day immediately preceding the applicable Interest Payment Date or the maturity date, as the case may be.
6. The Interest Payment Dates for the 2018 Floating Rate Notes shall be February 18, May 18, August 18 and November 18 of each year, commencing on August 18, 2013, and the 15th calendar day (whether or not a Business Day) immediately preceding such Interest Payment Date for the 2018 Floating Rate Notes shall be a Regular Record Date for interest payable on such Interest Payment Date. If an Interest Payment Date, other than the maturity date, is not a Business Day, the interest payment due on such day shall be made on the next succeeding Business Day, except that if such succeeding Business Day is in the next succeeding calendar month, the interest payment due on such day shall be made on the immediately preceding Business Day. If the maturity date of the 2018 Floating Rate Notes falls on a day that is not a Business Day, the payments of interest and principal will be made on the next succeeding Business Day, and no interest on such payment will accrue for the period from and after the maturity date. Each payment of interest on a Note will include interest to, but excluding, as the case may be, the relevant Interest Payment Date or maturity date.
7. The 2018 Floating Rate Notes will not be redeemable prior to maturity.
8. Payment of the principal and interest on the 2018 Floating Rate Notes will be made at the office or agency of the Company maintained for that purpose in New York, New York (initially, the Corporate Trust Office of the Trustee), provided that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.
9. The provisions on defeasance and covenant defeasance in Article Thirteen of the Indenture shall not apply to the 2018 Floating Rate Notes.
10. The 2018 Floating Rate Notes shall be issued in the form of one or more Book-Entry Securities and the Depository for such Book-Entry Securities shall be The Depository Trust Company, Clearstream Banking societé anonyme and Euroclear Bank S.A./N.V.
11. The form of the 2018 Floating Rate Notes attached hereto as Annex A is hereby approved.
Capitalized terms used herein and not otherwise defined herein have the meanings specified in the Indenture.
IN WITNESS WHEREOF, we have hereunto signed our names this 20th day of May, 2013.
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By: |
/s/ Peter N. Kellogg |
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Peter N. Kellogg |
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Executive Vice President and Chief |
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Financial Officer |
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By: |
/s/ Mark E. McDonough |
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Mark E. McDonough |
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Vice President and Treasurer |
Annex A
REGISTERED |
REGISTERED |
No. R-1 |
PRINCIPAL AMOUNT: $500,000,000* |
CUSIP NO.: 58933YAH8 |
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MERCK & CO., INC.
FLOATING RATE NOTES DUE 2018
This Security is a Book-Entry Security within the meaning of the Indenture referred to on the reverse hereof and is registered in the name of a Depository or a nominee of a Depository. This Security is exchangeable for Securities registered in the name of a Person other than the Depository or its nominee only in the limited circumstances described in the Indenture and this Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository.
Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (DTC), to the Company or its agent for registration of transfer, exchange or payment, and any Certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
* On May 20, 2013, the 2018 Floating Rate Notes will be issued in the form of two (2) Book-Entry Securities in the amounts of $500,000,000 and $500,000,000.
Merck & Co., Inc., a New Jersey corporation (hereinafter called the Company, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., as nominee for The Depository Trust Company, or registered assigns, the principal sum of Five Hundred Million Dollars ($500,000,000) on May 18, 2018, and to pay interest thereon from and including May 20, 2013 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly in arrears on February 18, May 18, August 18 and November 18 in each year and at Maturity, commencing on August 18, 2013, at a variable rate, until the principal hereof is paid or made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the interest rate specified above on any overdue principal and premium and on any overdue installment of interest. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the 15th calendar day (whether or not a Business Day) immediately preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Interest payable at the Maturity of this Security is payable to the person to whom the principal is payable.
The Company will at all times appoint and maintain a Paying Agent (which may be the Trustee) authorized by the Company to pay the principal of (and premium, if any) or interest on any Securities of this series on behalf of the Company and having an office or agency (the Paying Agent Office) in The City of New York, where Securities of this series may be presented or surrendered for payment and where notices, designations or requests in respect of payments with respect to Securities of this series may be served. The Company has initially appointed U.S. Bank Trust National Association as such Paying Agent, with the Paying Agent Office currently at 100 Wall Street, New York, New York 10005. The Company will give prompt written notice to the Trustee of any change in such appointment.
Payment of the principal of (and premium, if any) and interest on this Security will be made in immediately available funds upon surrender of such Security at the Corporate Trust Office of U.S. Bank Trust National Association, in the Borough of Manhattan, The City of New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of interest on any Security of this series (other than at the Maturity of such Security) will be made by check mailed to the address of the Person entitled thereto as it appears in the Security Register or by wire transfer to such account as may have been appropriately designated in writing no later than the relevant Regular Record Date to the Paying Agent by such Person.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.
Dated: May 20, 2013 |
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MERCK & CO., INC. | ||
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By: |
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Name: |
Mark E. McDonough |
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Title: |
Vice President and Treasurer |
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Attest: |
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CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture.
U.S. BANK TRUST NATIONAL ASSOCIATION, |
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As Trustee |
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By: |
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Authorized Officer |
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[REVERSE OF SECURITY]
MERCK & CO., INC.
FLOATING RATE NOTES DUE 2018
This Security is one of a duly authorized issue of securities of the Company (herein called the Securities), issued and to be issued in one or more series under an Indenture, dated as of January 6, 2010, as amended and supplemented (herein called the Indenture), between the Company and U.S. Bank Trust National Association, as Trustee (herein called the Trustee, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof. The aggregate principal amount of such series is $1,000,000,000, provided that the Company may increase such aggregate principal amount at any time.
Payments of interest hereon with respect to any Interest Payment Date will include interest accrued to but excluding such Interest Payment Date.
This Security is not subject to any sinking fund.
The Securities will not be redeemable prior to the Maturity Date.
This Security shall bear interest at a rate per annum equal to the three-month LIBOR rate (as defined below), as determined on the applicable Interest Determination Date (as defined below) by the Calculation Agent (as defined below), plus 0.36%. Interest on this Security will be calculated on the basis of the actual number of days in each quarterly interest period and a 360-day year.
The rate of interest on this Security will be reset on the first day of each Interest Period other than the Initial Interest Period (as defined below) (the date on which each such reset occurs, an Interest Reset Date). An Interest Period for the Securities means the period commencing on an Interest Payment Date (or, in the case of the Initial Interest Period, commencing on May 20, 2013) and ending on the day preceding the next following Interest Payment Date. The Initial Interest Period will be May 20, 2013 through August 17, 2013. The Interest Determination Date for an Interest Period will be the second London Business Day preceding such Interest Period (or, in the case of the Initial Interest Period, May 16, 2013).
If an Interest Payment Date, other than the date of Maturity, falls on a day that is not a Business Day, the interest payment will be postponed to the next day that is a Business Day, except that if that Business Day is in the next succeeding calendar month, the Interest Payment Date will be the immediately preceding Business Day. If the date of Maturity of the Security falls on a day that is not a Business Day, the payment of interest and principal will be
made on the next succeeding Business Day, and no interest on such payment will accrue for the period from and after the date of Maturity. Business Day means any Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in the City of New York are authorized or obligated by law or executive order to be closed that is also a London Business Day. London Business Day means any day on which dealings in United States dollars are transacted on the London interbank market.
LIBOR will be determined by the Calculation Agent in accordance with the following provisions:
(i) With respect to any Interest Determination Date, LIBOR will be the rate for deposits in United States dollars having a maturity of three months commencing on the first day of the applicable Interest Period that appears on Reuters Screen LIBOR01 Page (as defined below) as of 11:00 a.m., London time, on that Interest Determination Date. If no rate appears, then LIBOR, in respect of that Interest Determination Date, will be determined in accordance with the provisions described in (ii) below.
(ii) With respect to an Interest Determination Date on which no rate appears on Reuters Screen LIBOR01 Page, as specified in (i) above, the Calculation Agent will request the principal London offices of each of four major reference banks in the London interbank market, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation for deposits in United States dollars for the period of three months, commencing on the first day of the applicable Interest Period, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on that Interest Determination Date and in a principal amount that is representative for a single transaction in United States dollars in that market at that time. If at least two quotations are provided, then LIBOR on that Interest Determination Date will be the arithmetic mean of those quotations. If fewer than two quotations are provided, then LIBOR on the Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in the City of New York, on the Interest Determination Date by three major banks in the City of New York selected by the Calculation Agent for loans in United States dollars to leading European banks, having a three-month maturity and in a principal amount that is representative for a single transaction in United States dollars in that market at that time; provided, however, that if the banks selected by the Calculation Agent are not providing quotations in the manner described by this sentence, LIBOR will be the same as the rate determined for the immediately preceding Interest Reset Date or if there is no immediately preceeding Interest Reset Date, LIBOR will be the same as the rate determined for the Initial Interest Period.
Reuters Screen LIBOR01 Page means the display designated on page LIBOR01 on Reuters (or such other page as may replace the LIBOR01 page on that service or any successor service for the purpose of displaying London interbank offered rates for U.S. dollar deposits of major banks).
All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 8.986865% (or 0.08986865) being rounded to 8.98687% (or 0.0898687)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards).
The Calculation Agent shall be the agent appointed by the Company to calculate the interest rate on the Securities and will initially be the Trustee. The Calculation Agent shall calculate the interest rate in accordance with the foregoing. On or before each Calculation Date (as defined below), the Calculation Agent will determine the interest rate and notify the Paying Agent. The Calculation Agent will, upon the request of any Holder of the Securities, provide the interest rate then in effect with respect to the Securities. All calculations of the Calculation Agent, in the absence of manifest error, shall be conclusive for all purposes and binding on the Company and the Holders of this Security and neither the Trustee nor the Paying Agent shall have the duty to verify determinations of interest rates made by the Calculation Agent. The Calculation Date pertaining to any Interest Determination Date on a Security will be the earlier of (i) the tenth calendar day after such Interest Determination Date, or, if any such day is not a Business Day, the next succeeding Business Day, and (ii) the Business Day immediately preceding the applicable Interest Payment Date or the Maturity Date, as the case may be.
Notwithstanding the foregoing, the interest rate in any Interest Period shall in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States laws of general application.
If an Event of Default with respect to the Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange thereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of the within Security, shall be construed as though they were written out in full according to applicable laws or regulations.
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as joint tenants with right of survivorship and not as tenants in common | |
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under Uniform Gifts to Minors Act |
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Additional abbreviations may also be used |
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(Please Print or Typewrite Name and Address, Including Postal Zip Code, of Assignee)
the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints
to transfer said Security on the books of the Company, with full power of substitution in the premises.
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Signature Guaranteed |
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NOTICE: Signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. |
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NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Security in every particular, without alteration or enlargement or any change whatever. |
Exhibit 4.5
2.800% NOTES DUE 2023
MERCK & CO., INC.
Officers Certificate
Peter N. Kellogg, Executive Vice President and Chief Financial Officer, and Mark E. McDonough, Vice President and Treasurer, as Authorized Officers pursuant to the resolutions of the Board of Directors of Merck & Co., Inc. (the Company) adopted at a meeting duly called and held on November 27, 2012, at which a quorum was present and acting throughout, and the resolutions of the Board of Directors of the Company adopted at a meeting duly called and held on March 26, 2013, at which a quorum was present and acting throughout (collectively, the Resolutions), which authorized the Company to issue and sell its debt securities, and empowered the Authorized Officers (as defined in the Resolutions) to approve the form and terms of such debt securities, each hereby approves and establishes under the Indenture, dated as of January 6, 2010 (the Indenture), between the Company and U.S. Bank Trust National Association, as Trustee, a series of debt securities the terms of which are as follows:
1. The title of the debt securities of such series shall be 2.800% Notes due 2023 (the 2023 Notes).
2. The aggregate principal amount of the 2023 Notes which may be authenticated and delivered under the Indenture is initially limited to $1,750,000,000 (provided that the Company may increase such aggregate principal amount at any time on or after the date hereof), except for 2023 Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other 2023 Notes of the series pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture and except for any 2023 Notes which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered under the Indenture. Any election by the Company to so increase such aggregate principal amount shall be evidenced by a certificate of the Authorized Officers.
3. The 2023 Notes shall be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
4. The proceeds to the Company (after deducting the underwriting discounts and commissions but before deducting certain expenses payable by the Company) shall be 99.463% of the aggregate principal amount of the 2023 Notes.
5. The maturity date on which the principal of each of the 2023 Notes is payable shall be May 18, 2023.
6. The 2023 Notes shall bear interest at the rate of 2.800% per annum from May 20, 2013.
7. The Interest Payment Dates for the 2023 Notes shall be May 18 and November 18 of each year, commencing on November 18, 2013, and the Regular Record Dates for the 2023 Notes shall be the preceding May 3 or November 3, as the case may be.
8. The 2023 Notes will be redeemable in whole at any time or in part from time to time, at the Companys option, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the 2023 Notes to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments (as defined below) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the Treasury Rate (as defined below) plus 15 basis points, plus, in each case, any interest accrued but not paid to the date of redemption; provided that the principal amount of a 2023 Note remaining outstanding after a redemption in part shall be $2,000 or an integral multiple of $1,000 in excess thereof.
Treasury Rate means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.
Comparable Treasury Issue means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the 2023 Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such 2023 Notes.
Independent Investment Banker means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.
Comparable Treasury Price means, with respect to any Redemption Date for the 2023 Notes, (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
Reference Treasury Dealer means BNP Paribas Securities Corp., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, their respective successors and any additional primary U.S. governmental securities dealers selected by the Trustee after consultation with the Company; provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in the United States (a Primary Treasury Dealer), the Company will substitute another Primary Treasury Dealer for such dealer.
Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m. (New York City time) on the third business day preceding such Redemption Date.
Remaining Scheduled Payments means, with respect to each 2023 Note to be redeemed, the remaining scheduled payments of principal of and interest on the 2023 Note that would be due after the related Redemption Date but for the redemption. If that Redemption Date is not an Interest Payment Date with respect to a 2023 Note, the amount of the next succeeding scheduled interest payment on the 2023 Note will be reduced by the amount of interest accrued on the 2023 Note to the Redemption Date.
Holders of 2023 Notes to be redeemed will receive notice thereof by first-class mail at least 30 and not more than 60 days before the date fixed for redemption. If fewer than all of the 2023 Notes are to be redeemed, the Trustee will select the particular 2023 Notes or portions thereof for redemption from the outstanding 2023 Notes not previously called, pro rata or by lot, or in such other manner as the Company shall direct.
Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date interest will cease to accrue on the 2023 Notes or portions thereof called for redemption.
9. Payment of the principal and interest on the 2023 Notes will be made at the office or agency of the Company maintained for that purpose in New York, New York (initially, the Corporate Trust Office of the Trustee), provided that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.
10. The provisions on defeasance and covenant defeasance in Article Thirteen of the Indenture shall apply to the 2023 Notes.
11. The 2023 Notes shall be issued in the form of one or more Book-Entry Securities and the Depository for such Book-Entry Securities shall be The Depository Trust Company, Clearstream Banking societé anonyme and Euroclear Bank S.A./N.V.
12. The form of the 2023 Notes attached hereto as Annex A is hereby approved.
Capitalized terms used herein and not otherwise defined herein have the meanings specified in the Indenture.
IN WITNESS WHEREOF, we have hereunto signed our names this 20th day of May, 2013.
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/s/ Peter N. Kellogg |
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Peter N. Kellogg |
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Executive Vice President and Chief |
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Financial Officer |
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By: |
/s/ Mark E. McDonough |
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Mark E. McDonough |
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Vice President and Treasurer |
Annex A
REGISTERED |
REGISTERED |
No. R-1 |
PRINCIPAL AMOUNT: $500,000,000* |
CUSIP NO.: 58933YAF2 |
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MERCK & CO., INC.
2.800% NOTES DUE 2023
This Security is a Book-Entry Security within the meaning of the Indenture referred to on the reverse hereof and is registered in the name of a Depository or a nominee of a Depository. This Security is exchangeable for Securities registered in the name of a Person other than the Depository or its nominee only in the limited circumstances described in the Indenture and this Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository.
Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (DTC), to the Company or its agent for registration of transfer, exchange or payment, and any Certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
* On May 20, 2013, the 2023 Fixed Rate Notes will be issued in the form of four (4) Book-Entry Securities in the amounts of $500,000,000, $500,000,000, $500,000,000, and $250,000,000.
Merck & Co., Inc., a New Jersey corporation (hereinafter called the Company, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., as nominee for The Depository Trust Company, or registered assigns, the principal sum of Five Hundred Million Dollars ($500,000,000) on May 18, 2023, and to pay interest thereon from and including May 20, 2013 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on May 18 and November 18 in each year and at Maturity, commencing on November 18, 2013, at a rate per annum of 2.800%, until the principal hereof is paid or made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the interest rate specified above on any overdue principal and premium and on any overdue installment of interest. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the May 3 or November 3 (whether or not a Business Day in New York City), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.
The Company will at all times appoint and maintain a Paying Agent (which may be the Trustee) authorized by the Company to pay the principal of (and premium, if any) or interest on any Securities of this series on behalf of the Company and having an office or agency (the Paying Agent Office) in The City of New York, where Securities of this series may be presented or surrendered for payment and where notices, designations or requests in respect of payments with respect to Securities of this series may be served. The Company has initially appointed U.S. Bank Trust National Association as such Paying Agent, with the Paying Agent Office currently at 100 Wall Street, New York, New York 10005. The Company will give prompt written notice to the Trustee of any change in such appointment.
Payment of the principal of (and premium, if any) and interest on this Security will be made in immediately available funds upon surrender of such Security at the Corporate Trust Office of U.S. Bank Trust National Association, in the Borough of Manhattan, The City of New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of interest on any Security of this series (other than at the Maturity of such Security) will be made by check mailed to the address of the Person entitled thereto as it appears in the Security Register or by wire transfer to such account as may have been appropriately designated in writing no later than the relevant Regular Record Date to the Paying Agent by such Person.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.
Dated: May 20, 2013 |
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MERCK & CO., INC. | ||
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Mark E. McDonough |
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Vice President and Treasurer |
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CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture.
U.S. BANK TRUST NATIONAL ASSOCIATION, |
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By: |
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Authorized Officer |
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[REVERSE OF SECURITY]
MERCK & CO., INC.
2.800% NOTES DUE 2023
This Security is one of a duly authorized issue of securities of the Company (herein called the Securities), issued and to be issued in one or more series under an Indenture, dated as of January 6, 2010, as amended and supplemented (herein called the Indenture), between the Company and U.S. Bank Trust National Association, as Trustee (herein called the Trustee, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof. The aggregate principal amount of such series is $1,750,000,000, provided that the Company may increase such aggregate principal amount at any time.
Payments of interest hereon with respect to any Interest Payment Date will include interest accrued to but excluding such Interest Payment Date. Interest hereon shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
This Security is not subject to any sinking fund.
The Securities will be redeemable in whole at any time or in part from time to time, at the Companys option, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the Securities to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments (as defined below) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the Treasury Rate (as defined below) plus 15 basis points, plus, in each case, any interest accrued but not paid to the date of redemption; provided that the principal amount of a Security remaining outstanding after a redemption in part shall be $2,000 or an integral multiple of $1,000 in excess thereof.
Treasury Rate means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.
Comparable Treasury Issue means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities.
Independent Investment Banker means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.
Comparable Treasury Price means, with respect to any Redemption Date for the Securities, (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
Reference Treasury Dealer means BNP Paribas Securities Corp., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, their respective successors and any additional primary U.S. governmental securities dealers selected by the Trustee after consultation with the Company; provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in the United States (a Primary Treasury Dealer), the Company will substitute another Primary Treasury Dealer for such dealer.
Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m. (New York City time) on the third business day preceding such Redemption Date.
Remaining Scheduled Payments means, with respect to each Security to be redeemed, the remaining scheduled payments of principal of and interest on the Security that would be due after the related Redemption Date but for the redemption. If that Redemption Date is not an Interest Payment Date with respect to a Security, the amount of the next succeeding scheduled interest payment on the Security will be reduced by the amount of interest accrued on the Security to the Redemption Date.
Holders of Securities to be redeemed will receive notice thereof by first-class mail at least 30 and not more than 60 days before the date fixed for redemption. If fewer than all of the Securities are to be redeemed, the Trustee will select the particular Securities or portions thereof for redemption from the outstanding Securities not previously called, pro rata or by lot, or in such other manner as the Company shall direct.
Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date interest will cease to accrue on the Securities or portions thereof called for redemption.
If an Event of Default with respect to the Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
The Indenture contains provisions for defeasance at any time of (i) the entire indebtedness of this Security or (ii) certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth therein.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange thereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of the within Security, shall be construed as though they were written out in full according to applicable laws or regulations.
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as tenants by the entireties |
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as joint tenants with right of survivorship and not as tenants in common |
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Custodian |
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under Uniform Gifts to Minors Act |
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(Please Print or Typewrite Name and Address, Including Postal Zip Code, of Assignee)
the within Security and all rights thereunder, and hereby irrevocably constitutes and
appoints
to transfer said Security on the books of the Company, with full power of substitution in the premises.
Dated: |
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Signature Guaranteed |
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NOTICE: Signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. |
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NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Security in every particular, without alteration or enlargement or any change whatever. |
Exhibit 4.6
4.150% NOTES DUE 2043
MERCK & CO., INC.
Officers Certificate
Peter N. Kellogg, Executive Vice President and Chief Financial Officer, and Mark E. McDonough, Vice President and Treasurer, as Authorized Officers pursuant to the resolutions of the Board of Directors of Merck & Co., Inc. (the Company) adopted at a meeting duly called and held on November 27, 2012, at which a quorum was present and acting throughout, and the resolutions of the Board of Directors of the Company adopted at a meeting duly called and held on March 26, 2013, at which a quorum was present and acting throughout (collectively, the Resolutions), which authorized the Company to issue and sell its debt securities, and empowered the Authorized Officers (as defined in the Resolutions) to approve the form and terms of such debt securities, each hereby approves and establishes under the Indenture, dated as of January 6, 2010 (the Indenture), between the Company and U.S. Bank Trust National Association, as Trustee, a series of debt securities the terms of which are as follows:
1. The title of the debt securities of such series shall be 4.150% Notes due 2043 (the 2043 Notes).
2. The aggregate principal amount of the 2043 Notes which may be authenticated and delivered under the Indenture is initially limited to $1,250,000,000 (provided that the Company may increase such aggregate principal amount at any time on or after the date hereof), except for 2043 Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other 2043 Notes of the series pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture and except for any 2043 Notes which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered under the Indenture. Any election by the Company to so increase such aggregate principal amount shall be evidenced by a certificate of the Authorized Officers.
3. The 2043 Notes shall be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
4. The proceeds to the Company (after deducting the underwriting discounts and commissions but before deducting certain expenses payable by the Company) shall be 98.819% of the aggregate principal amount of the 2043 Notes.
5. The maturity date on which the principal of each of the 2043 Notes is payable shall be May 18, 2043.
6. The 2043 Notes shall bear interest at the rate of 4.150% per annum from May 20, 2013.
7. The Interest Payment Dates for the 2043 Notes shall be May 18 and November 18 of each year, commencing on November 18, 2013, and the Regular Record Dates for the 2043 Notes shall be the preceding May 3 or November 3, as the case may be.
8. The 2043 Notes will be redeemable in whole at any time or in part from time to time, at the Companys option, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the 2043 Notes to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments (as defined below) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the Treasury Rate (as defined below) plus 15 basis points, plus, in each case, any interest accrued but not paid to the date of redemption; provided that the principal amount of a 2043 Note remaining outstanding after a redemption in part shall be $2,000 or an integral multiple of $1,000 in excess thereof.
Treasury Rate means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.
Comparable Treasury Issue means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the 2043 Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such 2043 Notes.
Independent Investment Banker means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.
Comparable Treasury Price means, with respect to any Redemption Date for the 2043 Notes, (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
Reference Treasury Dealer means BNP Paribas Securities Corp., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, their respective successors and any additional primary U.S. governmental securities dealers selected by the Trustee after consultation with the Company; provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in the United States (a Primary Treasury Dealer), the Company will substitute another Primary Treasury Dealer for such dealer.
Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m. (New York City time) on the third business day preceding such Redemption Date.
Remaining Scheduled Payments means, with respect to each 2043 Note to be redeemed, the remaining scheduled payments of principal of and interest on the 2043 Note that would be due after the related Redemption Date but for the redemption. If that Redemption Date is not an Interest Payment Date with respect to a 2043 Note, the amount of the next succeeding scheduled interest payment on the 2043 Note will be reduced by the amount of interest accrued on the 2043 Note to the Redemption Date.
Holders of 2043 Notes to be redeemed will receive notice thereof by first-class mail at least 30 and not more than 60 days before the date fixed for redemption. If fewer than all of the 2043 Notes are to be redeemed, the Trustee will select the particular 2043 Notes or portions thereof for redemption from the outstanding 2043 Notes not previously called, pro rata or by lot, or in such other manner as the Company shall direct.
Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date interest will cease to accrue on the 2043 Notes or portions thereof called for redemption.
9. Payment of the principal and interest on the 2043 Notes will be made at the office or agency of the Company maintained for that purpose in New York, New York (initially, the Corporate Trust Office of the Trustee), provided that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.
10. The provisions on defeasance and covenant defeasance in Article Thirteen of the Indenture shall apply to the 2043 Notes.
11. The 2043 Notes shall be issued in the form of one or more Book-Entry Securities and the Depository for such Book-Entry Securities shall be The Depository Trust Company, Clearstream Banking societé anonyme and Euroclear Bank S.A./N.V.
12. The form of the 2043 Notes attached hereto as Annex A is hereby approved.
Capitalized terms used herein and not otherwise defined herein have the meanings specified in the Indenture.
IN WITNESS WHEREOF, we have hereunto signed our names this 20th day of May, 2013.
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/s/ Peter N. Kellogg |
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Peter N. Kellogg |
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Executive Vice President and Chief |
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Financial Officer |
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By: |
/s/ Mark E. McDonough |
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Mark E. McDonough |
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Vice President and Treasurer |
Annex A
REGISTERED |
REGISTERED |
No. R-1 |
PRINCIPAL AMOUNT: $500,000,000* |
CUSIP NO.: 58933YAJ4 |
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MERCK & CO., INC.
4.150% NOTES DUE 2043
This Security is a Book-Entry Security within the meaning of the Indenture referred to on the reverse hereof and is registered in the name of a Depository or a nominee of a Depository. This Security is exchangeable for Securities registered in the name of a Person other than the Depository or its nominee only in the limited circumstances described in the Indenture and this Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository.
Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (DTC), to the Company or its agent for registration of transfer, exchange or payment, and any Certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
* On May 20, 2013, the 2043 Fixed Rate Notes will be issued in the form of three (3) Book-Entry Securities in the amounts of $500,000,000, $500,000,000, and $250,000,000.
Merck & Co., Inc., a New Jersey corporation (hereinafter called the Company, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., as nominee for The Depository Trust Company, or registered assigns, the principal sum of Five Hundred Million Dollars ($500,000,000) on May 18, 2043, and to pay interest thereon from and including May 20, 2013 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on May 18 and November 18 in each year and at Maturity, commencing on November 18, 2013, at a rate per annum of 4.150%, until the principal hereof is paid or made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the interest rate specified above on any overdue principal and premium and on any overdue installment of interest. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the May 3 or November 3 (whether or not a Business Day in New York City), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.
The Company will at all times appoint and maintain a Paying Agent (which may be the Trustee) authorized by the Company to pay the principal of (and premium, if any) or interest on any Securities of this series on behalf of the Company and having an office or agency (the Paying Agent Office) in The City of New York, where Securities of this series may be presented or surrendered for payment and where notices, designations or requests in respect of payments with respect to Securities of this series may be served. The Company has initially appointed U.S. Bank Trust National Association as such Paying Agent, with the Paying Agent Office currently at 100 Wall Street, New York, New York 10005. The Company will give prompt written notice to the Trustee of any change in such appointment.
Payment of the principal of (and premium, if any) and interest on this Security will be made in immediately available funds upon surrender of such Security at the Corporate Trust Office of U.S. Bank Trust National Association, in the Borough of Manhattan, The City of New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of interest on any Security of this series (other than at the Maturity of such Security) will be made by check mailed to the address of the Person entitled thereto as it appears in the Security Register or by wire transfer to such account as may have been appropriately designated in writing no later than the relevant Regular Record Date to the Paying Agent by such Person.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.
Dated: May 20, 2013
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MERCK & CO., INC. | ||
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Mark E. McDonough |
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Title: |
Vice President and Treasurer |
Attest:
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CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture.
U.S. BANK TRUST NATIONAL ASSOCIATION, | ||||
As Trustee | ||||
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Authorized Officer |
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[REVERSE OF SECURITY]
MERCK & CO., INC.
4.150% NOTES DUE 2043
This Security is one of a duly authorized issue of securities of the Company (herein called the Securities), issued and to be issued in one or more series under an Indenture, dated as of January 6, 2010, as amended and supplemented (herein called the Indenture), between the Company and U.S. Bank Trust National Association, as Trustee (herein called the Trustee, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof. The aggregate principal amount of such series is $1,250,000,000, provided that the Company may increase such aggregate principal amount at any time.
Payments of interest hereon with respect to any Interest Payment Date will include interest accrued to but excluding such Interest Payment Date. Interest hereon shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
This Security is not subject to any sinking fund.
The Securities will be redeemable in whole at any time or in part from time to time, at the Companys option, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the Securities to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments (as defined below) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the Treasury Rate (as defined below) plus 15 basis points, plus, in each case, any interest accrued but not paid to the date of redemption; provided that the principal amount of a Security remaining outstanding after a redemption in part shall be $2,000 or an integral multiple of $1,000 in excess thereof.
Treasury Rate means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.
Comparable Treasury Issue means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities.
Independent Investment Banker means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.
Comparable Treasury Price means, with respect to any Redemption Date for the Securities, (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
Reference Treasury Dealer means BNP Paribas Securities Corp., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, their respective successors and any additional primary U.S. governmental securities dealers selected by the Trustee after consultation with the Company; provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in the United States (a Primary Treasury Dealer), the Company will substitute another Primary Treasury Dealer for such dealer.
Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m. (New York City time) on the third business day preceding such Redemption Date.
Remaining Scheduled Payments means, with respect to each Security to be redeemed, the remaining scheduled payments of principal of and interest on the Security that would be due after the related Redemption Date but for the redemption. If that Redemption Date is not an Interest Payment Date with respect to a Security, the amount of the next succeeding scheduled interest payment on the Security will be reduced by the amount of interest accrued on the Security to the Redemption Date.
Holders of Securities to be redeemed will receive notice thereof by first-class mail at least 30 and not more than 60 days before the date fixed for redemption. If fewer than all of the Securities are to be redeemed, the Trustee will select the particular Securities or portions thereof for redemption from the outstanding Securities not previously called, pro rata or by lot, or in such other manner as the Company shall direct.
Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date interest will cease to accrue on the Securities or portions thereof called for redemption.
If an Event of Default with respect to the Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
The Indenture contains provisions for defeasance at any time of (i) the entire indebtedness of this Security or (ii) certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth therein.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange thereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of the within Security, shall be construed as though they were written out in full according to applicable laws or regulations.
TEN COM |
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as tenants in common | |
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as tenants by the entireties | |
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as joint tenants with right of survivorship and not as tenants in common | |
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UNIF GIFT MIN ACT - |
Custodian | ||
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under Uniform Gifts to Minors Act |
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(State) |
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Additional abbreviations may also be used |
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(Please Print or Typewrite Name and Address, Including Postal Zip Code, of Assignee)
the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints
to transfer said Security on the books of the Company, with full power of substitution in the premises.
Dated: |
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Signature Guaranteed |
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NOTICE: Signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. |
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NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Security in every particular, without alteration or enlargement or any change whatever. |
Exhibit 5.1
May 20, 2013
Merck & Co., Inc.
One Merck Drive
Whitehouse Station, NJ 08889-0100
Re: Merck & Co., Inc. |
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$1,000,000,000 aggregate principal amount of 0.700% Notes due 2016 |
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$500,000,000 aggregate principal amount of Floating Rate Notes due 2016 |
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$1,000,000,000 aggregate principal amount of 1.300% Notes due 2018 |
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$1,000,000,000 aggregate principal amount of Floating Rate Notes due 2018 |
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$1,750,000,000 aggregate principal amount of 2.800% Notes due 2023 |
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$1,250,000,000 aggregate principal amount of 4.150% Notes due 2043 |
Ladies and Gentlemen:
I am the Executive Vice President and General Counsel of Merck & Co., Inc., a New Jersey corporation (the Company), and in such capacity have acted as counsel for the Company in connection with the issuance of the Companys (i) $1,000,000,000 aggregate principal amount of 0.700% Notes due 2016, (ii) $500,000,000 aggregate principal amount of Floating Rate Notes due 2016, (iii) $1,000,000,000 aggregate principal amount of 1.300% Notes due 2018, (iv) $1,000,000,000 aggregate principal amount of Floating Rate Notes due 2018, (v) $1,750,000,000 aggregate principal amount of 2.800% Notes due 2023, and (vi) $1,250,000,000 aggregate principal amount of 4.150% Notes due 2043 (collectively, the Securities). I, or attorneys under my general supervision, have examined such corporate records, certificates and other documents, including the Registration Statement on Form S-3 relating to the Securities, and have reviewed such questions of law as I have considered necessary or appropriate for the purposes of this opinion.
I am admitted to the Bar of the District of Columbia. The opinions expressed herein are limited in all respects to the federal laws of the United States of America, the laws of the State of New York, and the Business Corporation Act of the State of New Jersey.
Upon the basis of the foregoing examination and review, I advise you that, in my opinion.
1. The Company is a corporation duly organized and existing under the laws of the State of New Jersey.
2. The Securities have been duly authorized and the global securities representing the Securities have been duly executed, and assuming the Securities have been duly authenticated and delivered in accordance with the Indenture relating to the Securities and receipt by the Company of payment of the issue price of the Securities, will be legally issued and will constitute valid and binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors rights and to general equity principles.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me under the heading Validity of Debt Securities in the Prospectus and Validity of the Notes in the Prospectus Supplement. In giving this consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act.
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Very truly yours |
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/s/ Bruce N. Kuhlik |
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Bruce N. Kuhlik |