8-KOther EventsExhibits & Filings

BRISTOL MYERS SQUIBB CO 8-K Report, Corporate Update (Apr 17, 2019)

Filed April 17, 2019For Securities:BMYCELG-RIBMYMP

Summary

Bristol-Myers Squibb Company (BMY) filed an 8-K on April 17, 2019, to announce details regarding an exchange offer and consent solicitation related to Celgene Corporation's outstanding notes. This action is in connection with Bristol-Myers Squibb's previously announced merger with Celgene, which is expected to close in the third quarter of 2019. Investors should note that Bristol-Myers Squibb is offering to exchange Celgene notes for up to $19.85 billion in new Bristol-Myers Squibb notes and cash. Concurrently, the company is soliciting consents to amend the indentures governing Celgene's notes, aiming to remove restrictive covenants and certain events of default. These offers are contingent upon the successful closing of the Celgene merger, a significant strategic move for BMY.

Key Highlights

  • 1BMY announced an exchange offer and consent solicitation for Celgene Corporation notes as part of the pending merger.
  • 2The exchange offer involves up to $19,850,000,000 aggregate principal amount of Celgene notes.
  • 3BMY is offering new Bristol-Myers Squibb notes and cash in exchange for Celgene notes.
  • 4The consent solicitation aims to eliminate most restrictive covenants and certain events of default in Celgene's note indentures.
  • 5These offers are conditional upon the closing of the Bristol-Myers Squibb and Celgene merger.
  • 6The merger is anticipated to close in the third quarter of calendar year 2019.

Frequently Asked Questions

This filing announces the commencement of an exchange offer and consent solicitation for Celgene Corporation's outstanding notes. This is a crucial step in the process of Bristol-Myers Squibb's acquisition of Celgene, which is expected to close in Q3 2019.

Bristol-Myers Squibb is offering to exchange Celgene notes for up to $19.85 billion in aggregate principal amount of new Bristol-Myers Squibb notes and cash. This allows existing Celgene noteholders to transition their holdings to BMY's debt instruments.

The company is seeking to eliminate substantially all restrictive covenants and certain events of default from Celgene's existing note agreements. This will simplify the debt structure post-merger and remove potential restrictions on Celgene's operations or the merger itself.

No, both the exchange offer and the consent solicitation are conditioned upon the closing of the merger between Bristol-Myers Squibb and Celgene. If the merger does not close, these offers will not be consummated.