Item 8.01 Other Events.
On June 24, 2020, Merck & Co., Inc. (the "Company") closed an underwritten
public offering of $1,000,000,000 aggregate principal amount of 0.750% Notes due
2026 (the "2026 Notes"), $1,250,000,000 aggregate principal amount of 1.450%
Notes due 2030 (the "2030 Notes"), $1,000,000,000 aggregate principal amount of
2.350% Notes due 2040 (the "2040 Notes") and $1,250,000,000 aggregate principal
amount of 2.450% Notes due 2050 (the "2050 Notes" and, together with the 2026
Notes, the 2030 Notes and the 2040 Notes, collectively, the "Notes") under the
Company's Registration Statement on Form S-3ASR (Registration No. 333-224017).
The Notes are being issued under an indenture dated as of January 6, 2010,
between the Company and U.S. Bank Trust National Association, as trustee, a copy
of which was attached as Exhibit 4.1 to the Company's Current Report on Form 8-K
previously filed with the Securities and Exchange Commission on December 10,
2010 and is incorporated herein by reference. Copies of the officers'
certificate for each series of the Notes (including forms of each of the
respective Notes attached thereto) pursuant to Section 301 of the indenture
governing the Notes are attached hereto as exhibits 4.1, 4.2, 4.3 and 4.4 and
are incorporated herein by reference. The legal opinion related to these Notes
is attached hereto as Exhibit 5.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 4.1 0.750% Notes due 2026 Officers' Certificate of the Company
dated June 24, 2020, including form of the 2026 Notes.
Exhibit 4.2 1.450% Notes due 2030 Officers' Certificate of the Company
dated June 24, 2020, including form of the 2030 Notes.
Exhibit 4.3 2.350% Notes due 2040 Officers' Certificate of the Company
dated June 24, 2020, including form of the 2040 Notes.
Exhibit 4.4 2.450% Notes due 2050 Officers' Certificate of the Company
dated June 24, 2020, including form of the 2050 Notes.
Exhibit 5.1 Opinion and Consent of Jennifer Zachary, Esq., Executive Vice
President, General Counsel and Corporate Secretary of the
Company.
Exhibit 23.1 Consent of Jennifer Zachary, Esq., Executive Vice President,
General Counsel and Corporate Secretary of the Company (contained
in Exhibit 5.1 to this Current Report on Form 8-K).
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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