8-KOther EventsExhibits & Filings

BRISTOL MYERS SQUIBB CO 8-K Report, Corporate Update (Jun 28, 2019)

Filed June 28, 2019For Securities:BMYCELG-RIBMYMP

Summary

Bristol-Myers Squibb (BMY) announced an extension of the expiration date for its exchange offers and consent solicitations related to Celgene Corporation notes. This action is directly tied to the pending acquisition of Celgene, which is anticipated to close by the end of 2019 or early 2020. The exchange offers allow BMY to swap existing Celgene debt for new BMY notes and cash, while the consent solicitations aim to modify the terms of Celgene's debt by removing restrictive covenants. The extension of the deadline from July 8, 2019, to September 30, 2019, provides more time to align with the closing of the significant Celgene merger. Investors should note that these offers are conditioned on the merger's completion, highlighting the transaction's centrality to BMY's debt management strategy. The company will provide further updates if additional extensions are necessary.

Key Highlights

  • 1BMY has extended the expiration date for its exchange offers and consent solicitations for Celgene notes to September 30, 2019.
  • 2These offers are a key component of the planned acquisition of Celgene Corporation by Bristol-Myers Squibb.
  • 3The exchange offers involve BMY issuing new notes and cash in exchange for Celgene's existing notes.
  • 4The consent solicitations aim to amend Celgene's debt indentures, removing substantially all restrictive covenants and certain events of default.
  • 5The settlement of these offers is contingent upon the closing of the Celgene merger.
  • 6The merger is expected to close by the end of 2019 or early 2020, which may lead to further extensions of the offer expiration date.
  • 7Supplemental indentures for the amendments have been executed but will only become operative upon settlement.

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