What are the implications of the "early tender results" for investors?

The early tender results indicate that Bristol-Myers Squibb (BMY) has secured enough consents to amend the debt agreements (indentures) of Celgene Corporation. This means the restrictive covenants on Celgene's outstanding debt will be removed, which is a significant step in integrating Celgene's financials into BMY post-acquisition and provides BMY with more financial flexibility.

How does this relate to the acquisition of Celgene?

These exchange offers and consent solicitations are a direct consequence of BMY's planned acquisition of Celgene. The company is using these offers to manage Celgene's existing debt as part of the merger process. The success of these offers is conditioned upon the closing of the Celgene acquisition, which is expected in Q3 2019.

What are "restrictive covenants" and why is their elimination important?

Restrictive covenants are terms in debt agreements that limit a borrower's actions to protect lenders. Eliminating them, as BMY plans to do for Celgene's debt, means that BMY will have fewer restrictions on how it manages its finances and assets after the acquisition. This can provide greater operational and financial flexibility.

What is the deadline for Celgene noteholders to participate in the exchange offer?

The final expiration date for the exchange offers and consent solicitations is June 3, 2019, at 5:00 p.m. New York City time. However, this date may be extended by Bristol-Myers Squibb, particularly if the closing of the Celgene merger is delayed.

BRISTOL MYERS SQUIBB CO 8-K SEC Disclosure

Summary

Bristol-Myers Squibb Company (BMY) announced the early tender results for its offers to exchange outstanding notes from Celgene Corporation (Celgene) for new BMY notes and cash. Crucially, BMY has received the necessary consents to amend the indentures governing the Celgene notes, which will eliminate substantially all restrictive covenants. These exchange offers and consent solicitations are directly tied to BMY's planned acquisition of Celgene, expected to close in the third quarter of 2019. This development signifies a critical step in the integration process of the Celgene acquisition. The elimination of restrictive covenants on Celgene's debt simplifies the capital structure and potentially provides BMY with greater financial flexibility post-merger. Investors should note that the exchange offers and solicitations are conditioned on the closing of the Celgene acquisition, and the final expiration date for tenders is June 3, 2019, though it may be extended.

Key Highlights

1BMY has received sufficient consents to amend all outstanding Celgene Notes indentures.
2The amendments will remove substantially all restrictive covenants and certain events of default from the Celgene Notes.
3This action is part of Bristol-Myers Squibb's planned acquisition of Celgene.
4The Exchange Offers allow holders of Celgene Notes to exchange them for new BMY notes and cash.
5The final expiration date for the Exchange Offers and Consent Solicitations is June 3, 2019, but may be extended.
6The settlement of the Exchange Offers is required for the amendments to become operative.
7The closing of the Celgene merger is anticipated in the third quarter of 2019.

BRISTOL MYERS SQUIBB CO 8-K Report, Corporate Update (May 2, 2019)

Summary

Key Highlights

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