Bristol-Myers Squibb extends exchange offers for Celgene notes

By Marisa Wong

Los Angeles, Oct. 18 – Bristol-Myers Squibb Co. announced an extension to the expiration date of its offers to exchange 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.

The new expiration time is 5 p.m. ET on Oct. 31, extended from 5 p.m. ET on Oct. 25, according to a Friday press release.

The expiration time has been extended several times, initially set for 5 p.m. ET on June 3.

The closing of Bristol-Myers Squibb’s acquisition of Celgene – a condition to the exchange offers that cannot be waived – is expected to occur in the third quarter of this year; as a result, the expiration date may be further extended one or more times.

As of 5 p.m. ET on Oct. 17, holders had tendered the following Celgene notes:

• $1,011,222,000, or 67.41%, of the $1.5 billion 2.875% senior notes due Aug. 15, 2020;

• $429,047,000, or 85.81%, of the $500 million 3.95% senior notes due Oct. 15, 2020;

• $411,194,000, or 82.24%, of the $500 million 2.875% senior notes due Feb. 19, 2021;

• $435,788,000, or 87.16%, of the $500 million 2.25% senior notes due Aug. 15, 2021;

• $756,554,000, or 75.66%, of the $1 billion 3.25% senior notes due Aug. 15, 2022;

• $868,827,000, or 86.88%, of the $1 billion 3.55% senior notes due Aug. 15, 2022;

• $607,593,000, or 81.01%, of the $750 million 2.75% senior notes due Feb. 15, 2023;

• $873,001,000, or 87.30% of the $1 billion 3.25% senior notes due Feb. 20, 2023;

• $616,138,000, or 88.02%, of the $700 million 4% senior notes due Aug. 15, 2023;

• $866,152,000, or 86.62%, of the $1 billion 3.625% senior notes due May 15, 2024;

• $2,330,121,000, or 93.20%, of the $2.5 billion 3.875% senior notes due Aug. 15, 2025;

• $863,674,000, or 86.37%, of the $1 billion 3.45% senior notes due Nov. 15, 2027;

• $1,348,369,000, 89.89%, of the $1.5 billion 3.9% senior notes due Feb. 20, 2028;

• $242,751,000, or 97.10%, of the $250 million 5.7% senior notes due Oct. 15, 2040;

• $390,223,000, or 97.56%, of the $400 million 5.25% senior notes due Aug. 15, 2043;

• $847,673,000, or 84.77%, of the $1 billion 4.625% senior notes due May 15, 2044;

• $1,864,745,000, or 93.24%, of the $2 billion 5% senior notes due Aug. 15, 2045;

• $1,055,913,000, or 84.47%, of the $1.25 billion 4.35% senior notes due Nov. 15, 2047; and

• $1,326,885,000, or 88.46%, 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.

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 of May 1, 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 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.

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.

The settlement date is expected to occur promptly after the expiration date.

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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