Filed Pursuant to Rule 433
Registration No. 333-228352
Free Writing Prospectus dated August 7, 2020
Relating to Preliminary Prospectus Supplement dated August 7, 2020
Regeneron Pharmaceuticals, Inc.
$1,250,000,000 1.750% Senior Notes Due 2030
$750,000,000 2.800% Senior Notes Due 2050
PRICING TERM SHEET
$1,250,000,000 1.750% Senior Notes Due 2030
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Issuer |
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Regeneron Pharmaceuticals, Inc. |
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Principal Amount |
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$1,250,000,000 |
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Maturity Date |
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September 15, 2030 |
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Issue Price (Price to Public) |
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99.898% |
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Interest Rate |
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1.750% per annum beginning on the Original Issue Date |
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Interest Payment Dates |
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Semi-annually, each March 15 and September 15, commencing March 15, 2021 |
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Record Dates |
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March 1 and September 1 |
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Treasury Benchmark |
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0.625% due May 15, 2030 |
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Spread to Benchmark Treasury |
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120 bps |
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Benchmark Treasury Price & Yield |
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100-19+ / 0.561% |
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Yield to Maturity |
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1.761% |
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Optional Redemption |
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Make whole call, in whole or in part, as set forth in the preliminary prospectus supplement to which this pricing term sheet relates (treasury rate plus 20 basis points) at any time prior to June 15, 2030 (3 months prior to the maturity date of the 2030 notes)
Par call, in whole or in part, at any time on or after June 15, 2030 (3 months prior to the maturity date of the 2030 notes) |
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CUSIP/ISIN: |
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75886F AE7 / US75886FAE79 |
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Lead Book-Running Managers |
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Goldman Sachs & Co. LLC BofA Securities, Inc. J.P. Morgan Securities LLC |
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Bookrunners |
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U.S. Bancorp Investments, Inc. Barclays Capital Inc. Citigroup Global Markets Inc. |
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Senior Co-Managers |
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Fifth Third Securities, Inc. MUFG Securities Americas Inc. |
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Co-Managers |
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Citizens Capital Markets, Inc. Loop Capital Markets LLC PNC Capital Markets LLC The Governor and Company of the Bank of Ireland |
$750,000,000 2.800% Senior Notes Due 2050
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Issuer |
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Regeneron Pharmaceuticals, Inc. |
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Principal Amount |
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$750,000,000 |
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Maturity Date |
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September 15, 2050 |
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Issue Price (Price to Public) |
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99.715% |
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Interest Rate |
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2.800% per annum beginning on the Original Issue Date |
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Interest Payment Dates |
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Semi-annually, each March 15 and September 15 commencing March 15, 2021 |
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Record Date |
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March 1 and September 1 |
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Treasury Benchmark |
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2.000% due February 15, 2050 |
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Spread to Benchmark Treasury |
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160 bps |
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Benchmark Treasury Price & Yield |
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119-14 / 1.214% |
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Yield to Maturity |
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2.814% |
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Optional Redemption |
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Make whole call, in whole or in part, as set forth in the preliminary prospectus supplement to which this pricing term sheet relates (treasury rate plus 25 basis points) at any time prior to March 15, 2050 (6 months prior to the maturity date of the 2050 notes)
Par call, in whole or in part, at any time on or after March 15, 2050 (6 months prior to the maturity date of the 2050 notes) |
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CUSIP/ISIN: |
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75886F AF4 / US75886FAF45 |
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Lead Book-Running Managers |
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Goldman Sachs & Co. LLC BofA Securities, Inc. J.P. Morgan Securities LLC |
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Bookrunners |
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U.S. Bancorp Investments, Inc. Fifth Third Securities, Inc. MUFG Securities Americas Inc. |
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Senior Co-Managers |
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Barclays Capital Inc. Citigroup Global Markets Inc. |
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Co-Managers |
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Citizens Capital Markets, Inc. Loop Capital Markets LLC PNC Capital Markets LLC The Governor and Company of the Bank of Ireland |
Terms Applicable to Both Tranches
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Ratings |
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Baa3 / BBB+ (Moody’s/S&P) |
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Trade Date |
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August 7, 2020 |
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Original Issue Date (Settlement) |
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August 12, 2020 |
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Change of Control |
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Upon the occurrence of a Change of Control Triggering Event (as defined in the preliminary prospectus supplement to which this pricing term sheet relates), Regeneron Pharmaceuticals, Inc. will be required to make an offer to purchase the notes at a price equal to 101% of their principal amount plus accrued and unpaid interest to but not including the date of repurchase |
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Minimum Denomination |
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$2,000 and integral multiples of $1,000 in excess thereof |
None of the securities ratings is a recommendation to buy, sell, or hold the notes. Each rating may be subject to revision or withdrawal at any time, and should be evaluated independently of any other rating.
The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the Securities and Exchange Commission (“SEC”) for the offerings to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement, and other documents the issuer has filed with the SEC for more complete information about the issuer and these offerings. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter, or any dealer participating in the offerings will arrange to send you the prospectus if you request it by calling Goldman Sachs & Co. LLC toll free at 1 (866) 471-2526; BofA Securities toll free at 1 (800) 294-1322; J.P. Morgan collect at 1 (212) 834-4533.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED (OTHER THAN ANY STATEMENT RELATING TO THE IDENTITY OF THE LEGAL ENTITY AUTHORIZING OR SENDING THIS COMMUNICATION IN A NON-US JURISDICTION). SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION HAVING BEEN SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.