Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
November 13 2024 - 5:13PM
Edgar (US Regulatory)
Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-273745
November 13, 2024
GILEAD SCIENCES, INC.
PRICING TERM SHEET
4.80% SENIOR NOTES DUE 2029
5.10% SENIOR NOTES DUE 2035
5.50% SENIOR NOTES DUE 2054
5.60% SENIOR NOTES DUE 2064
Issuer: |
Gilead Sciences, Inc. (the “Company”)
|
Title of Security: |
4.80% Senior Notes due 2029 (the “2029 Notes”)
5.10% Senior Notes due 2035 (the “2035 Notes”)
5.50% Senior Notes due 2054 (the “2054 Notes”)
5.60% Senior Notes due 2064 (the “2064 Notes”)
|
Principal Amount: |
2029 Notes: $750,000,000
2035 Notes: $1,000,000,000
2054 Notes: $1,000,000,000
2064 Notes: $750,000,000
|
Trade Date: |
November 13, 2024
|
Settlement Date: |
November 20, 2024 (T+5)
It is expected that delivery of the notes will be made against payment
therefor on or about November 20, 2024, which is the fifth business day following the date of the pricing of the notes (T+5). Under
Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in one business day unless
the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on or after the date of pricing
but prior to the closing date may be required, by virtue of the fact that the notes initially will settle in T+5, to specify an alternative
settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisers.
|
Maturity Date: |
2029 Notes: November 15, 2029
2035 Notes: June 15, 2035
2054 Notes: November 15, 2054
2064 Notes: November 15, 2064 |
Price to Public: |
2029 Notes: 99.988% of the principal amount
2035 Notes: 99.599% of the principal amount
2054 Notes: 99.709% of the principal amount
2064 Notes: 99.290% of the principal amount |
|
|
Yield to Maturity: |
2029 Notes: 4.803%
2035 Notes: 5.149%
2054 Notes: 5.520%
2064 Notes: 5.649% |
Spread to Benchmark Treasury: |
2029 Notes: 50 basis points
2035 Notes: 70 basis points
2054 Notes: 87.5 basis points
2064 Notes: 100 basis points |
Benchmark Treasury: |
2029 Notes: 4.125% due October 31, 2029
2035 Notes: 4.250% due November 15, 2034
2054 Notes: 4.250% due August 15, 2054
2064 Notes: 4.250% due August 15, 2054 |
|
|
Benchmark Treasury Price / Yield: |
2029 Notes: 99-06 ¾ / 4.303%
2035 Notes: 98-13 / 4.449%
2054 Notes: 93-21 / 4.645%
2064 Notes: 93-21 / 4.645% |
Interest
Payment Dates: |
2029 Notes: May 15 and November 15, commencing May 15,
2025
2035 Notes: June 15 and December 15, commencing June 15,
2025
2054 Notes: May 15 and November 15, commencing May 15,
2025
2064 Notes: May 15 and November 15, commencing May 15,
2025
|
Optional Redemption: |
|
Make-Whole Call:
|
2029 Notes: T+10 basis points, prior to October 15, 2029 (assuming
the notes called for redemption matured on October 15, 2029)
2035 Notes: T+15 basis points, prior to March 15, 2035 (assuming
the notes called for redemption matured on March 15, 2035)
2054 Notes: T+15 basis points, prior to May 15, 2054 (assuming
the notes called for redemption matured on May 15, 2054)
2064 Notes: T+15 basis points, prior to May 15, 2064 (assuming
the notes called for redemption matured on May 15, 2064)
|
Par Call:
|
2029 Notes: At 100%, on or after October 15, 2029
2035 Notes: At 100%, on or after March 15, 2035
2054 Notes: At 100%, on or after May 15, 2054
2064 Notes: At 100%, on or after May 15, 2064
|
CUSIP / ISIN: |
2029 Notes: 375558 CB7 / US375558CB72
2035 Notes: 375558 CC5 / US375558CC55
2054 Notes: 375558 CD3 / US375558CD39
2064 Notes: 375558 CE1 / US375558CE12
|
Day Count Convention: |
360-day year consisting of twelve 30-day months
|
Joint Book-Running Managers: |
Barclays Capital Inc.
BofA Securities, Inc.
Citigroup Global Markets Inc.
Goldman Sachs & Co. LLC
HSBC Securities (USA) Inc.
J.P. Morgan Securities LLC
Mizuho Securities USA LLC
Morgan Stanley & Co. LLC
RBC Capital Markets, LLC
SG Americas Securities, LLC
TD Securities (USA) LLC
U.S. Bancorp Investments, Inc.
Wells Fargo Securities, LLC
|
Senior Co-Managers: |
Blaylock Van, LLC
Siebert Williams Shank & Co., LLC
|
Junior Co-Managers: |
American Veterans Group, PBC
Independence Point Securities LLC
Loop Capital Markets LLC
Samuel A. Ramirez & Company, Inc.
|
* * *
The issuer has filed a registration statement (including a prospectus)
and a prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the
prospectus in that registration statement, the prospectus supplement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you
request it by calling Barclays Capital Inc. toll-free at 1-888-603-5847 or calling BofA Securities, Inc. toll free at 1-800-294-1322.
This
pricing term sheet supplements the Preliminary Prospectus Supplement filed by Gilead Sciences, Inc. on November 13,
2024 relating to its Prospectus dated August 4, 2023.
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