Johnson & Johnson Company Order for Issuance of Notes under 1987 Indenture
Johnson & Johnson, a New Jersey corporation, authorizes the issuance of several series of notes with varying interest rates and maturities, totaling billions of dollars. The notes are offered to the public through a group of underwriters and are governed by an existing indenture with The Bank of New York Mellon Trust Company. Key terms include interest rates, maturity dates, redemption options, and payment details. The notes are issued in minimum denominations of $2,000, payable in U.S. dollars, and are represented by global securities deposited with The Depository Trust Company.
Exhibit 4.1
JOHNSON & JOHNSON
COMPANY ORDER
Pursuant to the authorization of the Board of Directors of Johnson & Johnson, a New Jersey corporation (the “Company”), in resolutions adopted on February 11, 2014, the undersigned, being duly authorized, hereby approve the issuance of one or more Notes of the Company, with the terms and provisions as described below, pursuant to and further subject to an Indenture dated as of September 15, 1987, by and between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust Company, which succeeded Harris Trust and Savings Bank), as supplemented by the First Supplemental Indenture dated as of September 1, 1990.
| TITLE: | Floating Rate Notes due 2019 (the “Floating Rate Notes”) | |
| 1.125% Notes due 2019 (the “1.125% Notes”) | ||
| 1.650% Notes due 2021 (the “1.650% Notes”) | ||
| 2.050% Notes due 2023 (the “2.050% Notes”) | ||
| 2.450% Notes due 2026 (the “2.450% Notes”) | ||
| 3.550% Notes due 2036 (the “3.550% Notes”) | ||
| 3.700% Notes due 2046 (the “3.700% Notes” and collectively with the Floating Rate Notes, the 1.125% Notes, the 1.650% Notes, the 2.050% Notes, the 2.450% Notes and the 3.550% Notes, the “Notes”) | ||
| PRINCIPAL AMOUNT: | $300 million of the Floating Rate Notes | |
| $700 million of the 1.125% Notes | ||
| $1.0 billion of the 1.650% Notes | ||
| $500 million of the 2.050% Notes | ||
| $2.0 billion of the 2.450% Notes | ||
| $1.0 billion of the 3.550% Notes | ||
| $2.0 billion of the 3.700% Notes | ||
| FLOATING INTEREST RATE: | 3 month U.S. dollar LIBOR + 27 basis points on the Floating | |
| Rate Notes, payable quarterly on March 1, June 1, September 1 and December 1 of each year, commencing June 1, 2016, to the holders of record at the close of business on February 15, May 15, August 15 and November 15 next preceding such interest payment dates | ||
| FIXED INTEREST RATE: | 1.125% per annum on the 1.125% Notes, | |
| 1.650% per annum on the 1.650% Notes, | ||
| 2.050% per annum on the 2.050% Notes, | ||
| 2.450% per annum on the 2.450% Notes, | ||
| 3.550% per annum on the 3.550% Notes, | ||
| 3.700% per annum on the 3.700% Notes, | ||
| in each case payable semiannually on March 1 and September 1 of each year, commencing September 1, 2016, to the holders of record at the close of business on February 15 and August 15 next preceding such interest payment dates | ||
| MATURITY DATE: | March 1, 2019 for the Floating Rate Notes | |
| March 1, 2019 for the 1.125% Notes | ||
| March 1, 2021 for the 1.650% Notes | ||
| March 1, 2023 for the 2.050% Notes | ||
| March 1, 2026 for the 2.450% Notes | ||
| March 1, 2036 for the 3.550% Notes | ||
| March 1, 2046 for the 3.700% Notes | ||
| PUBLIC OFFERING PRICE: | Floating Rate Notes: 100% of the principal amount plus accrued interest, if any, from March 1, 2016 to the date of closing | |
| 1.125% Notes: 99.988% of the principal amount plus accrued interest, if any, from March 1, 2016 to the date of closing | ||
| 1.650% Notes: 100% of the principal amount plus accrued interest, if any, from March 1, 2016 to the date of closing | ||
| 2.050% Notes: 99.734% of the principal amount plus accrued interest, if any, from March 1, 2016 to the date of closing | ||
| 2.450% Notes: 99.859% of the principal amount plus accrued interest, if any, from March 1, 2016 to the date of closing | ||
| 3.550% Notes: 99.475% of the principal amount plus accrued interest, if any, from March 1, 2016 to the date of closing | ||
| 3.700% Notes: 99.336% of the principal amount plus accrued interest, if any, from March 1, 2016 to the date of closing | ||
| PLAN OF DISTRIBUTION: | A public offering underwritten by Goldman, Sachs & Co.; J.P. Morgan Securities LLC; Merrill Lynch, Pierce, Fenner & Smith, Incorporated; Citigroup Global Markets Inc.; Deutsche Bank Securities Inc.; RBS Securities Inc.; BNP Paribas Securities Corp.; HSBC Securities (USA) Inc.; The Williams Capital Group, L.P.; Mitsubishi UFJ Securities (USA), Inc.; RBC Capital Markets, LLC; Santander Investment Securities, Inc.; UniCredit Capital Markets LLC; ING Financial Markets LLC; and UBS Securities LLC | |
| UNDERWRITING DISCOUNT: | 0.250% of the principal amount for the Floating Rate Notes | |
| 0.250% of the principal amount for the 1.125% Notes | ||
| 0.350% of the principal amount for the 1.650% Notes | ||
| 0.400% of the principal amount for the 2.050% Notes | ||
| 0.450% of the principal amount for the 2.450% Notes | ||
| 0.875% of the principal amount for the 3.550% Notes | ||
| 0.875% of the principal amount for the 3.700% Notes | ||
| FLOATING NOTE OPTIONAL REDEMPTION: | None | |
| FIXED NOTE OPTIONAL REDEMPTION: | Make-whole call and, solely with respect to the 1.650% Notes, par call within 1 month of the maturity date, as set forth in the forms of the Notes and, solely with respect to the 2.050% Notes, par call within 2 months of the maturity date, as set forth in the forms of the Notes and, solely with respect to the 2.450% Notes, par call within 3 months of the maturity date, as set forth in the forms of the Notes and, solely with respect to the 3.550% Notes and the 3.700% Notes, par call within 6 months of the maturity date, as set forth in the forms of the Notes | |
| MANDATORY REDEMPTION: | None | |
| LISTING: | None | |
| PLACE AND MANNER OF PAYMENT: | The principal of and interest on the Notes will be payable as set forth in the forms of the Notes. | |
| DENOMINATIONS: | Minimum denomination of $2,000 and additional increments of $1,000 | |
| EVENTS OF DEFAULT: | As set forth in the forms of the Notes | |
| CURRENCY: | Payable in U.S. dollars | |
| FORM OF SECURITY: | The Notes will be issued in the form of Global Securities, which will be deposited with, or on behalf of, the Depositary. | |
| DEPOSITARY: | The Depository Trust Company, New York. | |
| /s/ Dominic J. Caruso | ||
| Name: Dominic J. Caruso | ||
| Title: Vice President, Finance and Chief Financial Officer | ||
| /s/ Michelle Ryan | ||
| Name: Michelle Ryan | ||
| Title: Treasurer | ||
Effective Date: February 25, 2016
[Signature Page to Company Order]
