New York, December 12, 2022 -- Moody's Investors Service ("Moody's") placed the Baa1 senior unsecured long-term ratings of Amgen Inc. ("Amgen") under review for downgrade. At the same time, Moody's affirmed Amgen's Prime-2 commercial paper rating. Moody's revised Amgen's outlook to ratings under review from stable.
These actions follow the announcement that Amgen will acquire Horizon Therapeutics Plc ("Horizon") for approximately $27.8 billion plus Horizon's net debt. The acquisition will materially increase Amgen's gross debt/EBITDA, to close to 5.0x vs. 3.4x as of September 30, 2022 using Moody's calculations, prompting the rating review. Moody's debt adjustments include Amgen's repatriation tax liability associated with the US Tax Cuts and Jobs Act.
The acquisition will enhance Amgen's growth, and provides long-tailed revenue streams in the form of Tepezza, Krystexxa and Uplizna - Horizon's key marketed products. Amgen has announced a plan to restore leverage metrics over the next several years through $10 billion of debt repayment by year-end 2025.
Moody's currently anticipates that, should the transaction close on the terms as currently proposed, the downgrade of Amgen's senior unsecured rating will be limited to one notch, if any. The affirmation of the Prime-2 (P-2) commercial paper rating incorporates Moody's current assumptions around the potential outcome of the review for downgrade.
Ratings placed on review for downgrade:
..Issuer: Amgen Inc.
....Senior Unsecured Notes, currently Baa1
....Senior Unsecured Shelf, currently (P)Baa1
....Senior Unsecured Medium Term Notes, currently (P)Baa1
Affirmations:
..Issuer: Amgen Inc.
....Commercial Paper, Affirmed Prime-2
Outlook actions:
..Issuer: Amgen Inc.
....Outlook, revised to Ratings Under Review from Stable
Governance risk considerations are a key driver of the rating action. The transaction will materially increase Amgen's financial leverage, a financial strategy and risk management consideration in Moody's ESG framework.
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Notwithstanding the rating review, Amgen's Baa1 rating reflects its sizeable revenue base and significant biotechnology presence, high margins and good cash flow. Moody's anticipates modest revenue growth, driven by products like Otezla, Repatha, Evenity and the recently launched cancer drug Lumakras and asthma drug Tezspire. Amgen's growing biosimilars business has several upcoming product launches. The credit profile also reflects moderate financial leverage, with gross debt/EBITDA typically sustained around 3.0x to 3.25x.
Tempering these strengths, Amgen faces execution risk in meeting its target of mid-single digit compound annual revenue growth through 2030. This reflects mature, declining products like Enbrel and Neulasta, as well as approaching biosimilar competition in 2025 for Prolia and Xgeva. In addition, recent and upcoming competitor launches somewhat dim the growth prospects for Otezla and Lumakras. Amgen is exposed to policy actions aimed at drug pricing, given high Medicare use of many of its products. There is also event risk of debt-financed acquisitions and exposure to unresolved tax disputes in which the IRS is asserting substantial underpayments and penalties.
ESG considerations are relevant to Amgen's credit profile, reflected in the Credit Impact Score of CIS-3, moderately negative. Exposures include social risks related to regulatory and legislative efforts aimed at reducing drug pricing such as the recently passed US Inflation Reduction Act. Compared to other investment-grade pharmaceutical companies, Amgen's concentration of revenues in the US markets is higher than average, at about 70%. Since many of Amgen's products are used by Medicare patients and essentially funded by the US government, Amgen's exposure to this risk is higher than average, reflected in the S-5 issuer profile score, very highly negative exposure. Amgen's environmental exposures include a large manufacturing presence in Puerto Rico, which in the past has faced power outages and damage from tropical storms, reflected in the E-4 issuer profile score, highly negative exposure. Governance exposures are neutral, reflected in the G-2 score, neutral-to-low exposure. This primarily reflects financial strategy and risk management policies that support an investment grade rating.
Moody's review will focus on Amgen's capital structure and financial leverage following the acquisition, as well as deleveraging prospects. The review will also focus on the strategic benefits of the acquisition including revenue and earnings enhancement, high growth in Tepezza and other Horizon products, and pipeline opportunities.
Headquartered in Thousand Oaks, California, Amgen Inc. is a leading global biopharmaceutical company. Annual revenues for the 12 months ended September 30, 2022 totaled approximately $26 billion.
The principal methodology used in these ratings was Pharmaceuticals published in November 2021 and available at https://ratings.moodys.com/api/rmc-documents/356413. Alternatively, please see the Rating Methodologies page on https://ratings.moodys.com for a copy of this methodology.
REGULATORY DISCLOSURES
For further specification of Moody's key rating assumptions and sensitivity analysis, see the sections Methodology Assumptions and Sensitivity to Assumptions in the disclosure form. Moody's Rating Symbols and Definitions can be found on https://ratings.moodys.com/rating-definitions.
For ratings issued on a program, series, category/class of debt or security this announcement provides certain regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series, category/class of debt, security or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides certain regulatory disclosures in relation to the credit rating action on the support provider and in relation to each particular credit rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides certain regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the issuer/deal page for the respective issuer on https://ratings.moodys.com.
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Regulatory disclosures contained in this press release apply to the credit rating and, if applicable, the related rating outlook or rating review.
Moody's general principles for assessing environmental, social and governance (ESG) risks in our credit analysis can be found at https://ratings.moodys.com/documents/PBC_1288235.
At least one ESG consideration was material to the credit rating action(s) announced and described above.
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Michael Levesque, CFA
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