Business Context and Reporting Period
This Form 8-K Current Report was filed by Bristol-Myers Squibb Company on September 23, 2019. The filing addresses Item 8.01 (Other Events) regarding the extension of expiration dates for previously announced Exchange Offers and Consent Solicitations related to Celgene Corporation notes. These actions are tied to the company's planned acquisition of Celgene (the "Merger").
Key Financial Metrics
This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, margins, or liquidity ratios. The only specific financial figure disclosed relates to the debt exchange program:
- Aggregate Principal Amount of New Notes: Up to $19,850,000,000.
Material Changes
The primary material change reported is the extension of the expiration date for the Exchange Offers and Consent Solicitations:
- Previous Expiration Date: September 30, 2019, at 5:00 p.m. New York City time.
- New Expiration Date: October 15, 2019, at 5:00 p.m. New York City time.
- Future Extensions: The Expiration Date may be further extended one or more times, as the Merger closing is expected to occur by the end of 2019.
Guidance, Outlook, and Management Commentary
Management commentary indicates that the Exchange Offers and Consent Solicitations are conditioned upon the closing of the Merger, a condition that cannot be waived by Bristol-Myers Squibb. The settlement of these offers is expected to occur promptly after the Expiration Date and on or about the Merger closing date. Supplemental indentures to eliminate restrictive covenants in the Celgene Notes were executed on May 1, 2019, but will only become operative upon the settlement date of the Exchange Offers.
Important Facts for Investor Verification
- Verify the final closing date of the Celgene Merger, as the debt exchange settlement is contingent upon this event.
- Monitor for further press releases regarding additional extensions of the Expiration Date beyond October 15, 2019.
- Confirm the final aggregate principal amount of Celgene Notes exchanged, which is capped at $19.85 billion.
- Review the attached press release (Exhibit 99.1) for detailed terms of the Amendments to the Celgene Notes indentures.