Gilead Sciences Enters Material Agreement, Creates Financial Obligation

TL;DR

Gilead just signed a big deal and took on new debt/obligation. Watch this space.

AI Summary

On November 20, 2024, Gilead Sciences, Inc. entered into a material definitive agreement, likely related to financing or a significant transaction. This filing also indicates the creation of a direct financial obligation or an off-balance sheet arrangement for the registrant. The company is based in Foster City, California.

Why It Matters

This filing signals a significant financial move by Gilead Sciences, potentially impacting its balance sheet and future financial obligations.

Risk Assessment

Risk Level: medium — The creation of a direct financial obligation or off-balance sheet arrangement can introduce new financial risks and complexities for the company.

Key Players & Entities

• Gilead Sciences, Inc. (company) — Registrant
• November 20, 2024 (date) — Date of earliest event reported
• Foster City, California (location) — Principal Executive Office Location

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share GILD The Nasdaq Global Se
• $750,000,000 — elates to the Company's issuance of (a) $750,000,000 aggregate principal amount of the Compa
• $1,000,000,000 — Notes due 2029 (the "2029 Notes"), (b) $1,000,000,000 aggregate principal amount of the Compa

Filing Documents

• tm2426602d4_8k.htm (8-K) — 33KB
• tm2426602d4_ex1-1.htm (EX-1.1) — 190KB
• tm2426602d4_ex4-2.htm (EX-4.2) — 334KB
• tm2426602d4_ex5-1.htm (EX-5.1) — 12KB
• tm2426602d4_ex1-1img01.jpg (GRAPHIC) — 4KB
• tm2426602d4_ex4-2img001.jpg (GRAPHIC) — 5KB
• 0001104659-24-121025.txt ( ) — 867KB
• gild-20241120.xsd (EX-101.SCH) — 3KB
• gild-20241120_lab.xml (EX-101.LAB) — 33KB
• gild-20241120_pre.xml (EX-101.PRE) — 22KB
• tm2426602d4_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Supplemental Indenture On November 20, 2024, Gilead Sciences, Inc. (the "Company") and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as trustee (the "Trustee" and, together with the Company, the "Parties"), entered into a Tenth Supplemental Indenture (the "Tenth Supplemental Indenture") to the Indenture between the Parties, dated as of March 30, 2011 (the "Base Indenture"). The Tenth Supplemental Indenture relates to the Company's issuance of (a) $750,000,000 aggregate principal amount of the Company's 4.80% Senior Notes due 2029 (the "2029 Notes"), (b) $1,000,000,000 aggregate principal amount of the Company's 5.10% Senior Notes due 2035 (the "2035 Notes"), (c) $1,000,000,000 aggregate principal amount of the Company's 5.50% Senior Notes due 2054 (the "2054 Notes") and (d) $750,000,000 aggregate principal amount of the Company's 5.60% Senior Notes due 2064 (the "2064 Notes" and, together with the 2029 Notes, the 2035 Notes and the 2054 Notes, the "Notes"). The Notes were sold in a public offering pursuant to the Company's Registration Statement on Form S-3 (File No. 333-273745). The 2029 Notes will pay interest semi-annually at a rate of 4.80% per annum until November 15, 2029. The 2035 Notes will pay interest semi-annually at a rate of 5.10% per annum until June 15, 2035. The 2054 Notes will pay interest semi-annually at a rate of 5.50% per annum until November 15, 2054. The 2064 Notes will pay interest semi-annually at a rate of 5.60% per annum until November 15, 2064. The Company intends to use the net proceeds from the sale of the Notes for general corporate purposes, which may include the repayment of indebtedness. The Base Indenture and the Tenth Supplemental Indenture contain certain restrictions, including a limitation that restricts the Company's ability and ability of certain of its subsidiaries to create or incur secured indebtedness,

03. Creation of a Direct Financial Obligation or an Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 is incorporated herein by reference.

01. Other Information

Item 8.01. Other Information. Underwriting Agreement On November 13, 2024, the Company entered into an underwriting agreement (the "Underwriting Agreement") with Barclays Capital Inc. and BofA Securities, Inc., as representatives of the several underwriters listed in Schedule 1 thereto, relating to the issuance and sale by the Company of the Notes. The description of the Underwriting Agreement contained herein is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. 1 The above-mentioned offering was made pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-273745). Opinion of counsel for the Company is filed as Exhibit 5.1 to this Current Report on Form 8-K.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 1.1 Underwriting Agreement, dated November 13, 2024, among the Company and Barclays Capital Inc. and BofA Securities, Inc., as representatives of the several underwriters listed in Schedule 1 thereto. 4.1 Indenture, dated as of March 30, 2011, between the Company and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as Trustee (incorporated by reference from Exhibit 4.1 to the Company's Current Report on Form 8-K, filed with the Commission on April 1, 2011). 4.2 Tenth Supplemental Indenture, dated as of November 20, 2024, between the Company and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as Trustee 4.3 Form of 2029 Note (included in Exhibit 4.2 above) 4.4 Form of 2035 Note (included in Exhibit 4.2 above) 4.5 Form of 2054 Note (included in Exhibit 4.2 above) 4.6 Form of 2064 Note (included in Exhibit 4.2 above) 5.1 Opinion of Davis Polk & Wardwell LLP regarding the validity of the Notes 23.1 Consent of Davis Polk & Wardwell LLP (included as part of Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2 SIGNATURE 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. GILEAD SCIENCES, INC. By: /s/ Andrew D. Dickinson Name: Andrew D. Dickinson Title: Chief Financial Officer Dated: November 20, 2024

View Full Filing

View this 8-K filing on SEC EDGAR