UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
On May 17, 2023, Merck & Co., Inc. (the “Company”) closed an underwritten public offering of $500,000,000 aggregate principal amount of 4.050% Notes due 2028 (the “2028 Notes”), $750,000,000 aggregate principal amount of 4.300% Notes due 2030 (the “2030 Notes”), $1,500,000,000 aggregate principal amount of 4.500% Notes due 2033 (the “2033 Notes”), $750,000,000 aggregate principal amount of 4.900% Notes due 2044 (the “2044 Notes”), $1,500,000,000 aggregate principal amount of 5.000% Notes due 2053 (the “2053 Notes”) and $1,000,000,000 aggregate principal amount of 5.150% Notes due 2063 (the “2063 Notes” and, together with the 2028 Notes, the 2030 Notes, the 2033 Notes, the 2044 Notes and the 2053 Notes, collectively, the “Notes”) under the Company’s Registration Statement on Form S-3ASR (Registration No. 333-254703).
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 Company’s 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
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.
| Merck & Co., Inc. | ||||||
| Date: May 17, 2023 | By: | /s/ Kelly E. W. Grez | ||||
| Kelly E. W. Grez | ||||||
| Corporate Secretary | ||||||