Bristol-Myers extends exchange offers for Celgene notes

By Wendy Van Sickle

Columbus, Ohio, June 28 – Bristol-Myers Squibb Co. has again extended the expiration date for the exchange of any and all outstanding notes, up to $19.85 billion aggregate principal amount, issued by Celgene Corp., according to a notice.

The expiration date is now 5 p.m. ET on Sept. 30, pushed back from 5 p.m. ET on July 8.

The settlement date is expected to occur promptly after the expiration date. The closing of the merger is expected to occur in the third quarter of this year and, as a result, the expiration date may be further extended one or more times.

As of 5 p.m. ET on June 27, holders had tendered the following Celgene notes:

• $1,040,854,000, or 69.39%, of the $1.5 billion 2.875% senior notes due Aug. 15, 2020;

• $437,265,000, or 87.45%, of the $500 million 3.95% senior notes due Oct. 15, 2020;

• $418,075,000, or 83.62%, of the $500 million 2.875% senior notes due Feb. 19, 2021;

• $471,016,000, or 94.2%, of the $500 million 2.25% senior notes due Aug. 15, 2021;

• $748,001,000, or 74.8%, of the $1 billion 3.25% senior notes due Aug. 15, 2022;

• $850,297,000, or 85.03%, of the $1 billion 3.55% senior notes due Aug. 15, 2022;

• $687,005,000, or 91.6%, of the $750 million 2.75% senior notes due Feb. 15, 2023;

• $899,886,000, or 89.99%, of the $1 billion 3.25% senior notes due Feb. 20, 2023;

• $610,529,000, or 87.22%, of the $700 million 4% senior notes due Aug. 15, 2023;

• $860,901,000, or 86.09%, of the $1 billion 3.625% senior notes due May 15, 2024;

• $2,338,795,000, or 93.55%, of the $2.5 billion 3.875% senior notes due Aug. 15, 2025;

• $916,313,000, or 91.63%, of the $1 billion 3.45% senior notes due Nov. 15, 2027;

• $1,416,731,000, 94.45%, of the $1.5 billion 3.9% senior notes due Feb. 20, 2028;

• $242,449,000, or 96.98%, of the $250 million 5.7% senior notes due Oct. 15, 2040;

• $391,203,000, or 97.8%, of the $400 million 5.25% senior notes due Aug. 15, 2043;

• $878,398,000, or 87.84%, of the $1 billion 4.625% senior notes due May 15, 2044;

• $1,922,570,000, or 96.13%, of the $2 billion 5% senior notes due Aug. 15, 2045;

• $1,086,243,000, or 86.9%, of the $1.25 billion 4.35% senior notes due Nov. 15, 2047; and

• $1,331,388,000, or 88.76%, of the $1.5 billion 4.55% senior notes due Feb. 20, 2048.

As previously announced, Bristol-Myers Squibb is offering to exchange $1,000 principal amount of new Bristol-Myers Squibb notes for each $1,000 principal amount of the above outstanding Celgene notes.

The offer was announced on April 17 and was originally set to expire at 5 p.m. ET on June 3.

Bristol-Myers Squibb launched a concurrent consent solicitation to amend each of the indentures governing the Celgene notes to eliminate substantially all of the restrictive covenants, eliminate some events that may lead to an event of default and eliminate any restrictions on Celgene consolidating with or merging into any other person or conveying, transferring or leasing all or any of its properties and assets to any person.

On the early participation date of May 1, requisite consents were received and supplemental indentures were executed, eliminating substantially all restrictive covenants and certain events of default and other provisions in each of the indentures governing the Celgene notes. The supplemental indentures will become operative on the settlement date of the exchange offers.

The proposed amendments for each series of Celgene notes required the consent of holders of a majority in principal amount of that series.

Each exchange offer and consent solicitation is conditioned on, among other things, the completion of the other exchange offers and consent solicitations. However, Bristol-Myers Squibb may waive this condition at any time.

The exchange offers and consent solicitations are also conditioned on closing of Bristol-Myers Squibb’s acquisition of Celgene, but this condition cannot be waived.

Each Bristol-Myers Squibb note issued in exchange for a tendered Celgene note will have an interest rate and maturity date that is identical to the interest rate and maturity date of the tendered Celgene note, as well as identical interest payment dates and optional redemption terms.

No accrued interest is payable upon acceptance of any Celgene notes in the exchange offers and consent solicitations. However, the first interest payment on the Bristol-Myers Squibb notes will include the accrued interest from the applicable Celgene notes tendered in exchange so that a tendering holder will receive the same interest payment it would have received had its Celgene notes not been tendered.

Global Bondholder Services Corp. (866 470-3900 or 212 430-3774 for banks and brokers) is the exchange agent and information agent for the Rule 144A and Regulation S offers.

Bristol-Myers Squibb and Celgene are biopharmaceutical companies based in New York and Summit, N.J., respectively.

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