Bristol-Myers Squibb launches exchange offer for 19 Celgene notes

By Marisa Wong

Morgantown, W.Va., April 17 – Bristol-Myers Squibb Co. said it has begun, in connection with its previously announced acquisition of Celgene Corp., an exchange offer for any and all outstanding notes issued by Celgene for up to $19.85 billion aggregate principal amount of new notes to be issued by Bristol-Myers Squibb and cash.

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 following outstanding Celgene notes:

• $1.5 billion 2.875% senior notes due Aug. 15, 2020;

• $500 million 3.95% senior notes due Oct. 15, 2020;

• $500 million 2.875% senior notes due Feb. 19, 2021;

• $500 million 2.25% senior notes due Aug. 15, 2021;

• $1 billion 3.25% senior notes due Aug. 15, 2022;

• $1 billion 3.55% senior notes due Aug. 15, 2022;

• $750 million 2.75% senior notes due Feb. 15, 2023;

• $1 billion 3.25% senior notes due Feb. 20, 2023;

• $700 million 4% senior notes due Aug. 15, 2023;

• $1 billion 3.625% senior notes due May 15, 2024;

• $2.5 billion 3.875% senior notes due Aug. 15, 2025;

• $1 billion 3.45% senior notes due Nov. 15, 2027;

• $1.5 billion 3.9% senior notes due Feb. 20, 2028;

• $250 million 5.7% senior notes due Oct. 15, 2040;

• $400 million 5.25% senior notes due Aug. 15, 2043;

• $1 billion 4.625% senior notes due May 15, 2044;

• $2 billion 5% senior notes due Aug. 15, 2045;

• $1.25 billion 4.35% senior notes due Nov. 15, 2047; and

• $1.5 billion 4.55% senior notes due Feb. 20, 2048.

Bristol-Myers Squibb is also soliciting consents 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.

The proposed amendments for each series of Celgene notes require 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.

Each exchange offer will expire at 5 p.m. ET on June 3. Each consent solicitation will expire at 5 p.m. ET on May 1, which is also the early participation date.

Settlement for the exchange offers is expected to occur promptly after the expiration date. The expiration date of each of the exchange offers is expected to be extended to occur on or about the closing date of the merger, which is slated for the third quarter of 2019. As a result, the expiration date may be extended one or more times.

For each $1,000 principal amount of Celgene notes tendered at or prior to the early participation date, holders will be eligible to receive an early participation payment of $1.00 in cash.

Holders tendering after the early deadline will only be eligible to receive the exchange consideration of $1,000 principal amount of Bristol-Myers Squibb notes for each $1,000 principal amount of Celgene notes.

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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