Bristol-Myers announces results of exchange offers for Celgene notes

By Sarah Lizee

Olympia, Wash., Nov. 21 – Bristol-Myers Squibb Co. announced the final results of its offers to exchange notes issued by Celgene Corp. for up to $19.85 billion of new notes to be issued by Bristol-Myers Squibb and cash.

As of the offer expiration time, 5 p.m. ET on Nov. 20, $18.5 billion of the notes had been tendered in the offer.

Specifically, holders had tendered the following Celgene notes:

• $1,243,777,000, or 82.92%, of the $1.5 billion 2.875% senior notes due Aug. 15, 2020;

• $436,313,000, or 87.26%, of the $500 million 3.95% senior notes due Oct. 15, 2020;

• $434,815,000, or 86.96%, of the $500 million 2.875% senior notes due Feb. 19, 2021;

• $464,576,000, or 92.92%, of the $500 million 2.25% senior notes due Aug. 15, 2021;

• $861,709,000, or 86.17%, of the $1 billion 3.25% senior notes due Aug. 15, 2022;

• $891.87 million, or 89.19%, of the $1 billion 3.55% senior notes due Aug. 15, 2022;

• $697,660,000, or 93.02%, of the $750 million 2.75% senior notes due Feb. 15, 2023;

• $932,101,000, or 93.21%, of the $1 billion 3.25% senior notes due Feb. 20, 2023;

• $636,086,000, or 90.87%, of the $700 million 4% senior notes due Aug. 15, 2023;

• $882.51 million, or 88.25%, of the $1 billion 3.625% senior notes due May 15, 2024;

• $2,379,532,000, or 95.18%, of the $2.5 billion 3.875% senior notes due Aug. 15, 2025;

• $961,528,000, or 96.15%, of the $1 billion 3.45% senior notes due Nov. 15, 2027;

• $1,456,162,000, or 97.08%, of the $1.5 billion 3.9% senior notes due Feb. 20, 2028;

• $245,785,000, or 98.31%, of the $250 million 5.7% senior notes due Oct. 15, 2040;

• $391,925,000, or 97.98%, of the $400 million 5.25% senior notes due Aug. 15, 2043;

• $976,477,000, or 97.65%, of the $1 billion 4.625% senior notes due May 15, 2044;

• $1,959,524,000, or 97.98%, of the $2 billion 5% senior notes due Aug. 15, 2045;

• $1,236,433,000, or 98.91%, of the $1.25 billion 4.35% senior notes due Nov. 15, 2047; and

• $1,456,840,000, or 97.12%, of the $1.5 billion 4.55% senior notes due Feb. 20, 2048.

As previously reported, the deadline had been extended from 5 p.m. ET on Nov. 15, after having been extended several times before. The offer was initially set to expire at 5 p.m. ET on June 3.

The company had announced last Friday that it didn’t expect to extend the offers any further, as its acquisition of Celgene – a condition to the exchange offers that cannot be waived – was expected to occur on Nov. 20.

Settlement of the exchange offers is now scheduled for Nov. 22.

Bristol-Myers Squibb offered to exchange $1,000 principal amount of new Bristol-Myers Squibb notes for each $1,000 principal amount of the above outstanding Celgene notes.

Eligible holders who validly tendered their notes at or prior to 5 p.m. ET on May 1, the early participation date, are eligible to receive on the settlement date an early participation payment of $1.00 in cash, even if on the settlement date that noteholder is no longer the noteholder of record of those Celgene notes.

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.

On the early participation date, required consents were received and supplemental indentures were executed, eliminating substantially all restrictive covenants and some 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 offers and consent solicitation were conditioned on, among other things, the completion of the other exchange offers and consent solicitations, as announced on April 17, 2019. However, Bristol-Myers Squibb had the option to waive the condition at any time.

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.

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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