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Title: |
Terms Agreement |
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Entities: |
Banc of America Securities LLC; BNP Paribas Securities Corp.; BNY Capital Markets, Inc.; Citigroup Global Markets Inc.; Credit Suisse First Boston LLC; ING Financial Markets LLC; Schering-Plough Corp.; Williams Capital Group, LP; Bank of New York; Lowenstein Sandler PC; Shearman & Sterling; Wachtell, Lipton, Rosen & Katz |
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Date: |
2003 |
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Size: |
Preview shows 14KB of 80KB total |
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Price: |
$52 |
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ID: |
#362015 |
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SCHERING-PLOUGH CORPORATION
5.300% Notes due 2013
6.500% Notes due 2033
TERMS AGREEMENT
November 21, 2003
Schering-Plough Corporation
2000 Galloping Hill Road
Kenilworth, New Jersey 07033
Dear Sirs:
We (the "Representative") understand that Schering-Plough Corporation (the
"Company") proposes to issue and sell (1) $1,250,000,000 aggregate principal
amount of its 5.300% Notes due 2013 and (2) $1,150,000,000 aggregate principal
amount of its 6.500% Notes due 2033 (together, the "Underwritten Securities").
Subject to the terms and conditions set forth or incorporated by reference
herein, the Company has agreed to sell to the underwriters named below (the
"Underwriters"), and the Underwriters have agreed, severally and not jointly, to
purchase from the Company, the principal amount of Underwritten Securities set
forth below opposite their respective names at the purchase price set forth
below.
{TABLE}
{CAPTION}
Principal Amount of Principal Amount of
5.300% 6.500%
Underwriter Notes due 2013 Notes due 2033
----------- -------------- ------------------
{S} {C} {C}
Merrill Lynch, Pierce, Fenner & Smith
Incorporated $ 361,500,000 $ 332,580,000
Citigroup Global Markets Inc. 361,500,000 332,580,000
Banc of America Securities LLC 232,250,000 213,670,000
Credit Suisse First Boston LLC 232,250,000 213,670,000
BNP Paribas Securities Corp. 12,500,000 11,500,000
BNY Capital Markets, Inc. 12,500,000 11,500,000
ING Financial Markets LLC 12,500,000 11,500,000
Mellon Financial Markets, LLC 12,500,000 11,500,000
The Williams Capital Group, L.P. 12,500,000 11,500,000
Total $1,250,000,000 $1,150,000,000
============== ==============
{/TABLE}
{PAGE}
The Underwritten Securities shall have the following terms:
{TABLE}
{S} {C}
Title of Underwritten Securities: 5.300% Notes due 2013 (the "10-Year Notes"), and
6.500% Notes due 2033 (the "30-Year Notes").
Principal amount to be issued: $1,250,000,000 for the 10-Year Notes and
$1,150,000,000 for the 30-Year Notes.
Current ratings: Moody's Investors Service, Inc.: A3;
Standard & Poor's Rating Services: A+;
Fitch, Inc.: A-.
Interest rate: 5.300% per annum for the 10-Year Notes; and
6.500% per annum for the 30-Year Notes.
Interest Payment Dates: June 1 and December 1, commencing
June 1, 2004
Maturity Date: 2013 for the 10-Year Notes, and
2033 for the 30-Year Notes.
Redemption provisions: Each of the Underwritten Securities will be
redeemable as a whole or in part, at the
Company's option at any time, at a
redemption price equal to the greater of (A)
100% of the principal amount of such
Underwritten Securities and (B) the sum of
the present values of the remaining
scheduled payments of principal and interest
thereon (exclusive of interest accrued to
the date of redemption) discounted to the
redemption date on a semiannual basis
(assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate
(to be defined in the supplementary
indenture under which the Underwritten
Securities will be issued) plus, in the case
of the 10-Year Notes, 25 basis points, and,
in case of the 30-Year Notes, 35 basis
points, plus, in each case, accrued and
unpaid interest thereon to the date of
redemption.
Sinking fund requirements: The Underwritten Securities will not be
entitled to the benefit of a sinking fund.
Initial public offering price: 99.631% (which equals $1,245,387,500), in
the case of the 10-Year Notes, and 99.281%
(which equals $1,141,731,500), in the case
of the 30-Year Notes, plus, in each case,
accrued interest, if any, from November 26,
2003.
{/TABLE}
2
{PAGE}
{TABLE}
{S} {C}
Purchase price: 98.981% (which equals $1,237,262,500), in
the case of the 10-Year Notes, and 98.406%
(which equals, $1,131,669,000), in the case
of the 30-Year Notes, plus, in each case,
accrued interest, if any, from November 26,
2003 (payable in same-day funds).
Form: Global Notes through the facilities of The
Depository Trust Company
Closing Date and Location: November 26, 2003, 9:00 a.m., New York City time
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
{/TABLE}
All of the provisions contained in the document attached as Annex A hereto
entitled "Schering-Plough Corporation-Debt Securities - Underwriting Agreement
Basic Provisions" (the "Basic Provisions") are hereby incorporated by reference
in their entirety herein and shall be deemed to be a part of this Terms
Agreement to the same extent as if such provisions had been set forth in full
herein. Terms defined in the Basic Provisions are used herein as therein
defined.
Please accept this offer by signing a copy of this Terms Agreement in the
space set forth below and returning the signed copy to us.
Very truly yours,
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Citigroup Global Markets Inc.
Banc of America Securities LLC
Credit Suisse First Boston LLC
BNP Paribas Securities Corp.
BNY Capital Markets, Inc.
ING Financial Markets LLC
Mellon Financial Markets, LLC
The Williams Capital Group, L.P.
3
{PAGE}
By: MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: /s/ Richard Luciano
-------------------------------------
Title:
On behalf of themselves and the other
Underwriters named above
Accepted:
SCHERING-PLOUGH CORPORATION
By: /s/ E. Kevin Moore
----------------------------
Title: Vice President and
Treasurer
4
{PAGE}
EXECUTION COPY
ANNEX A
SCHERING-PLOUGH CORPORATION
(A NEW JERSEY CORPORATION)
DEBT SECURITIES - UNDERWRITING AGREEMENT BASIC PROVISIONS
Schering-Plough Corporation (the "Company") proposes to issue and sell up
to $2,400,000,000 aggregate initial public offering price of its debt securities
(the "Securities"), from time to time on terms to be determined at the time of
sale. The Securities will be issued under an indenture dated as of November 26,
2003 (the "Base Indenture") and a supplemental indenture dated as of November
26, 2003 (the "Supplemental Indenture" which, together with the Base Indenture,
is referred to as the "Indenture") between the Company and The Bank of New York,
trustee. Each issue of Securities may vary, as applicable, as to aggregate
principal amount, maturity date, interest rate or formula and timing of payments
thereof, redemption provisions and sinking fund requirements, if any, and any
other variable terms which the Indenture contemplates may be set forth in the
Securities as issued from time to time.
This is to confirm the arrangements with respect to the purchase of the
Underwritten Securities from the Company by the Representative and the several
Underwriters listed in the applicable terms agreement entered into between the
Representative and the Company of which this Underwriting Agreement is Annex A
thereto (the "Terms Agreement"). With respect to any particular Terms Agreement,
the Terms Agreement, together with the provisions hereof incorporated therein by
reference, is herein referred to as the "Agreement". Terms defined in the Terms
Agreement are used herein as therein defined.
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 333-102970) in respect
of certain of the Company's securities and has filed such amendments thereto as
may have been required to the date of the Terms Agreement. Such registration
statement, as amended, has been declared effective by the Commission, and the
Indenture has been qualified under the Trust Indenture Act of 1939, as amended
(the "1939 Act"). Such registration statement, as amended, and the prospectuses
constituting a part thereof, as from time to time amended or supplemented
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
the Securities Act of 1933, as amended (the "1933 Act"), or otherwise, and
including any registration statement filed pursuant to Rule 462(b) of the 1933
Act, are collectively referred to herein as the "Registration Statement" and the
"Prospectus", respectively; provided, however, that all references to the
"Registration Statement" and the "Prospectus" will include all documents
incorporated therein by reference and filed prior to the execution of the
applicable Terms Agreement, and provided further, that a supplement of the
Prospectus contemplated by Section 3(a) (a "Prospectus Supplement") shall be
deemed to have supplemented the Prospectus only with respect to the offering of
Underwritten Securities to which it relates.
{PAGE}
SECTION 1. Representations and Warranties. The Company represents and
warrants to the Representative and to each Underwriter named in a Terms
Agreement as of the date thereof (the "Representation Date"), as follows:
(a) The Registration Statement and the Prospectus, at the time the
Registration Statement became effective and as of the applicable
Representation Date, complied in all material respects with the
requirements of the 1933 Act, the rules and regulations thereunder (the
"Regulations") and the 1939 Act. The Registration Statement, at the time
the Registration Statement became effective and as of the applicable
Representation Date, did not, and will not, contain any untrue statement
of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading.
The Prospectus, at the time the Registration Statement became effective
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