Zoetis in $2 Billion Convertible Note Offering and Related Capped Call Transactions

Cleary Gottlieb represented Zoetis Inc. (Zoetis) in its Rule 144A offering of $2 billion principal amount of convertible senior notes due 2029 (which includes $250 million principal amount of notes purchased pursuant to the initial purchasers’ option to purchase additional convertible notes) and a series of related capped call transactions.

Zoetis intends to use the net proceeds of the offering to repurchase common stock and fund the capped call transactions.

The convertible note offering launched on December 15, 2025, and priced on December 15, 2025. The convertible note offering and capped call transactions closed on December 18, 2025.

Zoetis is a global leader in the animal health industry, focused on the discovery, development, manufacture, and commercialization of medicines, vaccines, diagnostic products and services, biodevices, genetic tests, and precision animal health.

The Cleary capital markets team included partners Francesca Odell and Lillian Tsu, senior attorney David Parish, and associates Natalia Rezai, Sophie Low, and Julian Vleeschhouwer. The derivatives team included partner Clay Simmons, associate Guillaume Renaud, and law clerk Yashi Wang. Partner Matthew Brigham and associate Julia Huang advised on tax matters. Partner Duane McLaughlin and associate Gi Jae (Daniel) Han advised on debt finance matters. Partner Elizabeth Dyer advised on ERISA matters.