Bristol-Myers gives early results of offers for Celgene notes

By Marisa Wong

Morgantown, W.Va., May 2 – Bristol-Myers Squibb Co. announced the early results of its offers to exchange any and all outstanding notes issued by Celgene Corp. for up to $19.85 billion aggregate principal amount of new notes to be issued by Bristol-Myers Squibb and cash.

As of 5 p.m. ET on May 1, the early participation date, holders had tendered the following Celgene notes:

• $1,059,623,000, or 70.64%, of the $1.5 billion 2.875% senior notes due Aug. 15, 2020;

• $438,862,000, or 87.77%, of the $500 million 3.95% senior notes due Oct. 15, 2020;

• $433,859,000, or 86.77%, of the $500 million 2.875% senior notes due Feb. 19, 2021;

• $476,271,000, or 95.25%, of the $500 million 2.25% senior notes due Aug. 15, 2021;

• $848,843,000, or 84.88%, of the $1 billion 3.25% senior notes due Aug. 15, 2022;

• $878,576,000, or 87.86%, of the $1 billion 3.55% senior notes due Aug. 15, 2022;

• $696,652,000, or 92.89%, of the $750 million 2.75% senior notes due Feb. 15, 2023;

• $913,287,000, or 91.33%, of the $1 billion 3.25% senior notes due Feb. 20, 2023;

• $627,578,000, or 89.65%, of the $700 million 4% senior notes due Aug. 15, 2023;

• $865,706,000, or 86.57%, of the $1 billion 3.625% senior notes due May 15, 2024;

• $2,366,039,000, or 94.64%, of the $2.5 billion 3.875% senior notes due Aug. 15, 2025;

• $970,593,000, or 97.06%, of the $1 billion 3.45% senior notes due Nov. 15, 2027;

• $1,450,243,000, 96.68%, of the $1.5 billion 3.9% senior notes due Feb. 20, 2028;

• $245.24 million, or 98.1%, of the $250 million 5.7% senior notes due Oct. 15, 2040;

• $391.14 million, or 97.79%, of the $400 million 5.25% senior notes due Aug. 15, 2043;

• $984,603,000, or 98.46%, of the $1 billion 4.625% senior notes due May 15, 2044;

• $1,942,359,000, or 97.12%, of the $2 billion 5% senior notes due Aug. 15, 2045;

• $1,210,504,000, or 96.84%, of the $1.25 billion 4.35% senior notes due Nov. 15, 2047; and

• $1,414,457,000, or 94.3%, of the $1.5 billion 4.55% senior notes due Feb. 20, 2048.

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:

For each $1,000 principal amount of Celgene notes tendered at or prior to the early participation date, holders will 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.

As previously announced, Bristol-Myers Squibb also solicited 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 required the consent of holders of a majority in principal amount of that series.

The consent solicitation expired at 5 p.m. ET on May 1.

According to a Thursday press release, Celgene has executed supplemental indentures that contain the amendments. The amendments will become operative once the exchange offers settle.

Each exchange offer and consent solicitation is conditioned on, among other things, the completion of the other exchange offers and consent solicitations, as announced on April 17. 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 exchange offer will expire at 5 p.m. ET on June 3.

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.

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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