Johnson & Johnson 8-K 2024-05-20

Filed 2024-05-20. 1 sections, 8K characters. Original on sec.gov · Markdown · JSON

Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

May 20, 2024

Johnson & Johnson

(Exact name of registrant as specified in its charter)

New Jersey1-321522-1024240
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)

One Johnson & Johnson Plaza , New Brunswick, New Jersey 08933

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: 732-524-0400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, Par Value $1.00JNJNew York Stock Exchange
5.50% Notes Due November 2024JNJ24BPNew York Stock Exchange
1.150% Notes Due November 2028JNJ28New York Stock Exchange
1.650% Notes Due May 2035JNJ35New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01Other Events

On May 20, 2024, Johnson & Johnson (the “Company”) completed the previously announced public offerings of the following:

(1)$1,150,000,000 aggregate principal amount of 4.800% Notes due 2029 (the “2029 Notes”);
(2)$1,150,000,000 aggregate principal amount of 4.900% Notes due 2031 (the “2031 Notes”);
(3)$850,000,000 aggregate principal amount of 4.950% Notes due 2034 (the “2034 Notes”);
(4)$850,000,000 aggregate principal amount of 5.250% Notes due 2054 (the “2054 Notes” and, together with the 2029 Notes, the 2031 Notes and the 2034 Notes, the “U.S. Dollar Notes”);
(5)€700,000,000 aggregate principal amount of 3.200% Notes due 2032 (the “2032 Notes”);
(6)€800,000,000 aggregate principal amount of 3.350% Notes due 2036 (the “2036 Notes”); and
(7)€1,000,000,000 aggregate principal amount of 3.550% Notes due 2044 (the “2044 Notes” and, together with the 2032 Notes and the 2036 Notes, the “Euro Notes”);

under the Company’s Registration Statement on Form S-3, Reg. No. 333-269836.

In connection with the offering of the U.S. Dollar Notes, the Company entered into an underwriting agreement on May 13, 2024, which is filed as Exhibit 1.1 hereto (the “U.S. Dollar Underwriting Agreement”), with J.P. Morgan Securities LLC, BofA Securities, Inc. and Citigroup Global Markets Inc., as representatives of the several Underwriters named therein (the “U.S. Dollar Underwriters”), pursuant to which the Company agreed to issue and sell the U.S. Dollar Notes to the U.S. Dollar Underwriters. The U.S. Dollar Underwriting Agreement incorporates the Underwriting Agreement Standard Provisions (Debt), dated May 13, 2024, which is filed as Exhibit 1.2 hereto (the “Standard Provisions Agreement”).

In connection with the offering of the Euro Notes, the Company entered into an underwriting agreement on May 14, 2024, which is filed as Exhibit 1.3 hereto (the “Euro Underwriting Agreement”), with J.P. Morgan Securities plc, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch and the several Underwriters named therein (the “Euro Underwriters”), pursuant to which the Company agreed to issue and sell the Euro Notes to the Euro Underwriters. The Euro Underwriting Agreement also incorporates the Standard Provisions Agreement.

Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No.Description
1.1Underwriting Agreement, dated May 13, 2024, among Johnson & Johnson and J.P. Morgan Securities LLC, BofA Securities, Inc. and Citigroup Global Markets Inc., as representatives of the several Underwriters named therein.
1.2Underwriting Agreement Standard Provisions (Debt), dated May 13, 2024.
1.3Underwriting Agreement, dated May 14, 2024, among Johnson & Johnson and J.P. Morgan Securities plc, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch and the several Underwriters named therein.
4.1Company Order establishing the terms of the U.S. Dollar Notes.
4.2Form of 4.800% Notes due 2029.
4.3Form of 4.900% Notes due 2031.
4.4Form of 4.950% Notes due 2034.
4.5Form of 5.250% Notes due 2054.
4.6Company Order establishing the terms of the Euro Notes.
4.7Form of 3.200% Notes due 2032.
4.8Form of 3.350% Notes due 2036.
4.9Form of 3.550% Notes due 2044.
5.1Opinion of Weil, Gotshal & Manges LLP.
5.2Opinion of Troutman Pepper Hamilton Sanders LLP.
23.1Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1 of this Current Report on Form 8-K).
23.2Consent of Troutman Pepper Hamilton Sanders LLP (included in Exhibit 5.2 of this Current Report on Form 8-K).
104The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.

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.

Johnson & Johnson
(Registrant)
Date: May 20, 2024By:/s/ Marc Larkins
Marc Larkins Corporate Secretary