JOHNSON & JOHNSON COMPANY ORDER
EX-4.1 2 d639157dex41.htm EX-4.1 EX-4.1
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 15, 2011, 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 2016 (the “Floating Rate Notes”) | |
| 0.700% Notes due 2016 (the “0.700% Notes”) | ||
| 1.650% Notes due 2018 (the “1.650% Notes”) | ||
| 3.375% Notes due 2023 (the “3.375% Notes”) | ||
| 4.375% Notes due 2033 (the “4.375% Notes”) | ||
| 4.500% Notes due 2043 (the “4.500% Notes” and collectively with the Floating Rate Notes, the 0.700% Notes, the 1.650% Notes, the 3.375% Notes and the 4.375% Notes, the “Notes”) | ||
| PRINCIPAL AMOUNT: | $800 million of the Floating Rate Notes | |
| $400 million of the 0.700% Notes | ||
| $600 million of the 1.650% Notes | ||
| $550 million of the 3.375% Notes | ||
| $650 million of the 4.375% Notes | ||
| $500 million of the 4.500% Notes | ||
| FLOATING INTEREST RATE: | 3 month U.S. dollar LIBOR + 7 basis points on the Floating Rate Notes, payable quarterly on February 28, May 28, August 28 and November 28 of each year, commencing February 28, 2014, to the holders of record at the close of business on February 13, May 13, August 13 and November 13 next preceding such interest payment dates. | |
| FIXED INTEREST RATE: | 0.700% per annum on the 0.700% Notes, payable semiannually on May 28 and November 28 of each year, commencing May 28, 2014, to the holders of record at the close of business on May 13 and November 13 next preceding such interest payment dates; and | |
| 1.650% per annum on the 1.650% Note, | ||
| 3.375% per annum on the 3.375% Notes, | ||
| 4.375% per annum on the 4.375% Notes, | ||
| 4.500% per annum on the 4.500% Notes, | ||
| in each case payable semiannually on June 5 and December 5 of each year, commencing June 5, 2014, to the holders of record at the close of business on May 21 and November 20 next preceding such interest payment dates. | ||
| MATURITY DATE: | November 28, 2016 for the Floating Rate Notes | |
| November 28, 2016 for the 0.700% Notes | ||
| December 5, 2018 for the 1.650% Notes | ||
| December 5, 2023 for the 3.375% Notes | ||
| December 5, 2033 for the 4.375% Notes | ||
| December 5, 2043 for the 4.500% Notes | ||
| PUBLIC OFFERING PRICE: | Floating Rate Notes: 100% of the principal amount plus accrued interest, if any, from December 5, 2013 to the date of closing | |
| 0.700% Notes: 99.879% of the principal amount plus accrued interest, if any, from December 5, 2013 to the date of closing | ||
| 1.650% Notes: 99.780% of the principal amount plus accrued interest, if any, from December 5, 2013 to the date of closing | ||
| 3.375% Notes: 99.941% of the principal amount plus accrued interest, if any, from December 5, 2013 to the date of closing | ||
| 4.375% Notes: 99.433% of the principal amount plus accrued interest, if any, from December 5, 2013 to the date of closing | ||
| 4.500% Notes: 99.706% of the principal amount plus accrued interest, if any, from December 5, 2013 to the date of closing | ||
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| 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.; Mitsubishi UFJ Securities (USA), Inc.; The Williams Capital Group, L.P. (with respect to the Floating Rate Notes, the 1.650% Notes, the 3.375% Notes, the 4.375% Notes and the 4.500% Notes only); RBC Capital Markets, LLC; and Santander Investment Securities, Inc. | |
| UNDERWRITING DISCOUNT: | 0.250% of the principal amount for the Floating Rate Notes | |
| 0.250% of the principal amount for the 0.700% Notes | ||
| 0.350% of the principal amount for the 1.650% Notes | ||
| 0.450% of the principal amount for the 3.375% Notes | ||
| 0.875% of the principal amount for the 4.375% Notes | ||
| 0.875% of the principal amount for the 4.500% Notes | ||
| FLOATING NOTE OPTIONAL REDEMPTION: | None | |
| FIXED NOTE OPTIONAL REDEMPTION: | Make-whole call and, solely with respect to the 4.375% Notes and the 4.500% Notes, par call within six 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. | |
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| /s/ Dominic J. Caruso | ||
| Name: | Dominic J. Caruso | |
| Title: | Vice President, Finance and Chief Financial Officer | |
| /s/ Michael H. Ullmann | ||
| Name: | Michael H. Ullmann | |
| Title: | Vice President, General Counsel | |
| /s/ John A. Papa | ||
| Name: | John A. Papa | |
| Title: | Treasurer | |
Effective Date: December 2, 2013
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